<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
     EXCHANGE ACT OF 1934

                 For the quarterly period ended August 31, 2005

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

              for the transition period from _________ to _________

                         Commission file number 0-19603

                         CENTENNIAL COMMUNICATIONS CORP.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
            Delaware                                              06-1242753
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)
</TABLE>

                                 3349 Route 138
                                 Wall, NJ 07719
          (Address of principal executive offices, including zip code)

                                 (732) 556-2200
               (Registrants telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 YES [X] NO [ ]

Indicate by check mark if the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock - 104,424,657 outstanding shares as of October 3, 2005

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                         <C>
Part I - Financial Information

Item 1.   Financial Statements..................................................      3
Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.............................................     20
Item 3.   Quantitative and Qualitative Disclosures about Market Risk............     32
Item 4.   Controls and Procedures...............................................     32

Part II - Other Information

Item 1.   Legal Proceedings.....................................................     34
Item 2.   Unregistered Sales of Equity  Securities and Use of Proceeds..........     34
Item 3.   Defaults Upon Senior Securities.......................................     34
Item 4.   Submission of Matters to a Vote of Security Holders...................     34
Item 5.   Other Information.....................................................     34
Item 6.   Exhibits..............................................................     34
</TABLE>


                                       2

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                            AUGUST 31, 2005
                                                                              (UNAUDITED)     MAY 31,2005
                                                                            ---------------   -----------
<S>                                                                         <C>               <C>
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                                   $  138,177      $  132,820
   Accounts receivable, less allowance for doubtful accounts
      of $7,043 and $6,874, respectively                                          115,948         103,309
   Inventory - phones and accessories, net                                         15,548          24,713
   Prepaid expenses and other current assets                                       34,418          32,530
                                                                               ----------      ----------
      Total Current Assets                                                        304,091         293,372
Property, plant and equipment, net                                                619,360         618,947
Equity investments in wireless systems, net                                         2,608           2,500
Debt issuance costs, less accumulated amortization of $16,056
   and $14,418, respectively                                                       42,834          44,471
U.S. wireless licenses                                                            383,858         383,858
Caribbean wireless licenses, net                                                   69,242          69,492
Goodwill                                                                           26,704          26,704
Transmission and connecting rights, net                                               730             752
Cable facility, net                                                                 3,910           3,970
Other assets, net                                                                   2,966           2,674
                                                                               ----------      ----------
      TOTAL ASSETS                                                             $1,456,303      $1,446,740
                                                                               ==========      ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Current portion of long-term debt                                           $    5,742      $    5,738
   Accounts payable                                                                37,544          36,653
   Accrued expenses and other current liabilities                                 175,355         192,007
   Payable to affiliates                                                              125             125
                                                                               ----------      ----------
      Total Current Liabilities                                                   218,766         234,523
Long-term debt                                                                  1,612,658       1,613,371
Deferred federal income taxes                                                      73,679          63,738
Other liabilities                                                                  13,866          14,612
Minority interest in subsidiaries                                                   2,663           2,451
Commitments and contingencies (see Note 7)
STOCKHOLDERS' DEFICIT:
   Preferred stock, $0.01 par value per share, 10,000,000 authorized,
      no shares issued or outstanding                                                  --              --
   Common stock $0.01 par value per share, 240,000,000 shares authorized;
      issued 104,333,992 and 104,097,923 shares, respectively; and
      outstanding 104,263,489 and 104,027,420 shares, respectively                  1,043           1,041
   Additional paid-in capital                                                     481,511         480,276
   Accumulated deficit                                                           (946,741)       (961,416)
   Accumulated other comprehensive loss                                               (65)           (779)
                                                                               ----------      ----------
                                                                                 (464,252)       (480,878)
   Less: cost of 70,503 common shares in treasury                                  (1,077)         (1,077)
                                                                               ----------      ----------
      Total Stockholders' Deficit                                                (465,329)       (481,955)
                                                                               ----------      ----------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              $1,456,303      $1,446,740
                                                                               ==========      ==========
</TABLE>

            See notes to condensed consolidated financial statements.


                                       3

<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
              (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                         THREE MONTHS ENDED
                                                                                 ---------------------------------
                                                                                 AUGUST 31, 2005   AUGUST 31, 2004
                                                                                 ---------------   ---------------
<S>                                                                              <C>               <C>
Revenue:
   Service revenue                                                                   $228,223          $210,356
   Equipment sales                                                                      9,020             6,426
                                                                                     --------          --------
                                                                                      237,243           216,782
                                                                                     --------          --------
Costs and Expenses:
   Cost of services (exclusive of depreciation and amortization shown below)           49,180            41,490
   Cost of equipment sold                                                              25,182            21,326
   Sales and marketing                                                                 25,550            24,624
   General and administrative                                                          43,148            37,741
   Depreciation and amortization                                                       32,751            29,158
   (Gain) loss on disposition of assets                                                   (85)              432
                                                                                     --------          --------
                                                                                      175,726           154,771
                                                                                     --------          --------
Operating income                                                                       61,517            62,011
                                                                                     --------          --------
Interest expense, net                                                                 (33,995)          (36,479)
Other expense                                                                              (6)             (878)
                                                                                     --------          --------
Income from continuing operations before income tax expense, minority interest
   in income of subsidiaries and income from equity investments                        27,516            24,654
   Income tax expense                                                                 (12,802)          (14,110)
                                                                                     --------          --------
Income from continuing operations before minority interest in income of
   subsidiaries and income from equity investments                                     14,714            10,544
Minority interest in income of subsidiaries                                              (212)             (226)
Income from equity investments                                                            108               145
                                                                                     --------          --------
Income from continuing operations                                                      14,610            10,463
Discontinued operations:
   Loss                                                                                    --            (2,425)
   Gain on disposition                                                                    100                --
   Tax (expense) benefit                                                                  (35)              429
                                                                                     --------          --------
Net income (loss) from discontinued operations                                             65            (1,996)
                                                                                     ========          ========
Net income                                                                           $ 14,675          $  8,467
                                                                                     ========          ========
Earnings (loss) per share:
   Basic
      Earnings per share from continuing operations                                  $   0.14          $   0.10
      Income (loss) per share from discontinued operations                               0.00             (0.02)
                                                                                     --------          --------
         Net income per share                                                        $   0.14          $   0.08
                                                                                     ========          ========
   Diluted
      Earnings per share from continuing operations                                  $   0.14          $   0.10
      Income (loss) per share from discontinued operations                               0.00             (0.02)
                                                                                     --------          --------
        Net income per share                                                         $   0.14          $   0.08
                                                                                     ========          ========
Weighted-average number of shares outstanding:
    Basic                                                                             104,108           103,213
                                                                                     ========          ========
    Diluted                                                                           106,876           104,281
                                                                                     ========          ========
</TABLE>

            See notes to condensed consolidated financial statements.


                                        4

<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                          (DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  THREE MONTHS ENDED
                                                                               -----------------------
                                                                               AUGUST 31,   AUGUST 31,
                                                                                  2005         2004
                                                                               ----------   ----------
<S>                                                                            <C>          <C>
OPERATING ACTIVITIES:
   Net income                                                                   $ 14,675    $  8,467
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Depreciation and amortization                                                  32,751      35,057
   Minority interest in income of subsidiaries                                       212         226
   Income from equity investments                                                   (108)       (145)
   Distributions received from equity investments                                     --         570
   Gain on disposition of assets                                                     185         679
   Changes in assets and liabilities                                             (15,319)    (29,630)
                                                                                --------    --------
   Total adjustments                                                              17,721       6,757
                                                                                --------    --------
      Net cash provided by operating activities                                   32,396      15,224
                                                                                --------    --------
INVESTING ACTIVITIES:
   Proceeds from disposition of assets, net of cash expenses                           5          20
   Capital expenditures                                                          (26,665)    (29,120)
                                                                                --------    --------
      Net cash used in investing activities                                      (26,660)    (29,100)
                                                                                --------    --------
FINANCING ACTIVITIES:
   Repayment of debt                                                              (1,616)     (1,634)
   Proceeds from the exercise of stock options                                       853         193
   Proceeds from issuance of common stock under employee stock purchase plan         384         425
                                                                                --------    --------
      Net cash used in financing activities                                         (379)     (1,016)
                                                                                --------    --------
Net increase (decrease) in cash and cash equivalents                               5,357     (14,892)
Cash and cash equivalents, beginning of period                                   132,820     112,104
                                                                                --------    --------
Cash and cash equivalents, end of period                                        $138,177    $ 97,212
                                                                                ========    ========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
   Cash paid during the period for:
   Interest                                                                     $ 56,661    $ 62,495
                                                                                ========    ========
   Income taxes                                                                 $  1,561    $    968
                                                                                ========    ========
NON-CASH TRANSACTION:
   Fixed assets acquired under capital leases                                   $    714    $  1,398
                                                                                ========    ========
</TABLE>

            See notes to condensed consolidated financial statements.


                                        5

<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
             (Dollar amounts in thousands, except per share amounts)

NOTE 1. INTERIM FINANCIAL STATEMENTS

     The accompanying condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") and pursuant to the rules and regulations of
the U.S. Securities and Exchange Commission ("SEC") for interim financial
statements. Accordingly, these condensed consolidated financial statements do
not include all disclosures required by GAAP. The results for the interim
periods are not necessarily indicative of results for the full year. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's May 31, 2005 Annual Report on Form 10-K, filed on August 11, 2005,
which includes a summary of significant accounting policies and other
disclosures. In the opinion of management, the accompanying interim unaudited
condensed consolidated financial statements contain all adjustments (consisting
only of normal recurring items) necessary to present fairly the consolidated
financial position of Centennial Communications Corp. and Subsidiaries (the
"Company") as of August 31, 2005 and the results of its consolidated operations
and consolidated cash flows for the three-month periods ended August 31, 2005
and 2004.

Income Taxes:

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes," Accounting Principles Board ("APB") Opinion
No. 28, "Interim Financial Reporting," and Financial Accounting Standards Board
("FASB") Interpretation No. 18, "Accounting for Income Taxes in Interim Periods
- An Interpretation of APB Opinion No. 28," the Company has recorded its tax
provision from continuing operations for the quarter ended August 31, 2005 based
on its projected annual worldwide effective tax rate of 51.8%. The tax provision
for the three months ended August 31, 2005 was adjusted for a benefit of
approximately $1,600 for state tax refunds received during the quarter.

     The Company's projected annual worldwide effective tax rate of 51.8% is
primarily due to U.S. federal taxes, state taxes net of federal tax benefit and
foreign taxes for which the Company cannot claim a foreign tax credit. See Item
2 - Management's Discussion and Analysis of Financial Condition and Results of
Operations.

     The Company establishes reserves for tax contingencies when, despite the
belief that the Company's tax return positions are fully supported, it is
probable that certain positions may be challenged and may not be fully
sustained. The tax contingency reserves are analyzed on a quarterly basis and
adjusted based upon changes in facts and circumstances, such as the conclusion
of federal and state audits, expiration of the statute of limitations for the
assessment of tax, case law and emerging legislation. There was no change in the
Company's tax contingency reserves during the three months ended August 31,
2005. The Company's effective tax rate includes the effect of tax contingency
reserves and changes to the reserves as considered appropriate by management.

Stock-Based Compensation:

     Stock-based compensation issued to employees and directors is valued using
the intrinsic value method under APB No. 25 "Accounting for Stock Issued to
Employees" ("APB 25"). Under this method, compensation expense is recorded on
the date of grant only if the current price of the underlying stock exceeds the
exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"), established accounting and disclosure requirements using a fair value
based method of accounting for stock-based employee compensation plans. As
allowed by SFAS 123, the Company has elected to continue to apply APB 25 and
follow the disclosure only provisions of SFAS 123.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure" ("SFAS 148"). SFAS 148 serves as an
amendment to SFAS 123, and provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
compensation. SFAS 148 also amends the disclosure requirements of SFAS 123 to
require prominent disclosure in both annual and interim consolidated financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results.

     For disclosure purposes, pro forma net income (loss) and earnings (loss)
per share as if the Company had applied SFAS 123 are shown below:


                                        6

<PAGE>
<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                     AUGUST 31,
                                                                 ------------------
                                                                    2005     2004
                                                                  -------   ------
<S>                                                              <C>        <C>
Net income (loss):
   As reported ...............................................    $14,675   $8,467
Deduct: total stock based employee compensation determined
   under fair-value based method for all awards, net of
   related tax effects .......................................      1,494      763
                                                                  -------   ------
   Pro forma .................................................    $13,181   $7,704
Earnings per share:
   Basic: As reported ........................................    $  0.14   $ 0.08
          Pro forma ..........................................    $  0.13   $ 0.07
   Diluted: As reported ......................................    $  0.14   $ 0.08
            Pro forma ........................................    $  0.12   $ 0.07
</TABLE>
     The fair value of options granted under the Company's stock option plans
was estimated on the dates of grant using the Black-Scholes options-pricing
model with the following weighted-average assumptions used:
<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                 AUGUST 31,
                                                             ------------------
                                                               2005       2004
                                                             --------   -------
<S>                                                          <C>        <C>
Expected volatility ......................................      77.9%     121.2%
Risk-free interest rate ..................................       4.3%       3.5%
Expected lives of option grants ..........................   4 years    4 years
Expected dividend yield ..................................      0.00%      0.00%
</TABLE>

Reclassification:

     Certain prior year information, primarily related to the presentation of
our previously sold cable television properties, Centennial Cable, as a
discontinued operation (see Note 4 below), has been reclassified to conform to
the current year presentation.

NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS

     The following table presents the intangible assets not subject to
amortization:
<TABLE>
<CAPTION>
                                                         AS OF            AS OF
                                                    AUGUST 31, 2005   MAY 31, 2005
                                                    ---------------   ------------
<S>                                                 <C>               <C>
U.S. wireless licenses ..........................      $383,858         $383,858
Caribbean wireless licenses - Puerto Rico (1) ...        54,159           54,159
                                                       --------         --------
Total ...........................................      $438,017         $438,017
                                                       ========         ========
</TABLE>
(1)  Included in Caribbean wireless licenses on the consolidated balance sheet
     which also includes finite lived wireless assets for the Dominican Republic
     (see table below).

     On September 29, 2004, the SEC issued a Staff Announcement titled "Use of
the Residual Method to Value Acquired Assets other than Goodwill." The Staff
Announcement requires adoption of a direct value method of assigning value to
intangible assets acquired in a business combination under SFAS No. 141,
"Business Combinations," effective for all business combinations completed after
September 29, 2004. Further, all intangible assets valued under the residual
method prior to this adoption are required to be tested for impairment using a
direct value method no later than the beginning of fiscal year 2006. The Company
determined that its U.S. and Caribbean wireless licenses are required to be
tested using this method. The Company has evaluated its wireless licenses for
potential impairment using a direct value methodology effective June 1, 2005 in
accordance with the Staff Announcement. The valuation and analyses prepared in
connection with the adoption of a direct value method resulted in no adjustment
to the carrying value of the Company's wireless licenses and, accordingly, had
no effect on the Company's consolidated results of operations and consolidated
financial position. Future tests for impairment of wireless licenses will be
performed at least annually and more often if events or circumstances warrant.


                                        7

<PAGE>
     The Company currently tests goodwill for impairment using a residual value
approach on an annual basis as of January 31 or on an interim basis if an event
occurs or circumstances change that would reduce the fair value of a reporting
unit below its carrying value. A residual value approach consists of measuring
the fair value of each reporting unit's goodwill by deducting the aggregate fair
value of its net assets, including customer relationships, other than the
goodwill, from the reporting unit's fair value, which is determined using a
discounted cash flow analysis. The analysis is based on the Company's long-term
cash flow projections with an assumed terminal value, discounted at the
Company's weighted-average cost of capital. If the carrying value of the
goodwill of a reporting unit exceeds its fair value, an impairment loss is
recognized in an amount equal to the excess.

     The following table presents other intangible assets subject to
amortization:


<TABLE>
<CAPTION>
                                                      AS OF AUGUST 31, 2005       AS OF MAY 31, 2005
                                                     -----------------------   -----------------------
                                                      GROSS                      GROSS
                                           USEFUL    CARRYING    ACCUMULATED   CARRYING    ACCUMULATED
                                            LIFE      AMOUNT    AMORTIZATION    AMOUNT    AMORTIZATION
                                          --------   --------   ------------   --------   ------------
<S>                                       <C>        <C>        <C>            <C>        <C>
Caribbean wireless licenses --
   Dominican Republic .................   20 years    $20,000      $4,917       $20,000      $4,667
Transmission and connecting rights ....   25 years      2,192       1,462         2,192       1,440
Cable facility ........................   25 years      6,000       2,090         6,000       2,030
                                                      -------      ------       -------      ------
Total .................................               $28,192      $8,469       $28,192      $8,137
                                                      =======      ======       =======      ======
</TABLE>

     Other intangible assets amortization expense was $332 for the three months
ended August 31, 2005. Based solely on the finite lived intangible assets
existing at August 31, 2005, amortization expense is estimated to be $996 for
the remainder of fiscal 2006 and $1,328 for each of the next five fiscal years.

Goodwill

     The goodwill balance in the Caribbean wireless segment was $22,517 at
August 31, 2005 and May 31, 2005. The goodwill balance in the Caribbean
broadband segment was $4,187 at August 31, 2005 and May 31, 2005.


                                        8

<PAGE>
NOTE 3. DEBT

   Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                     AS OF AUGUST 31,    AS OF MAY 31,
                                                           2005             2005
                                                     ----------------    --------------
<S>                                                  <C>                <C>
New Senior Secured Credit Facility - Term Loans ..    $  591,000         $  592,500
8 1/8% Senior Unsecured Notes due 2014 (The "2014
   Senior Notes") ................................       325,000            325,000
10 1/8% Senior Unsecured Notes due 2013 (The "2013
   Senior Notes") ................................       500,000            500,000
10 3/4% Senior Subordinated Notes due 2008 (The
   "2008 Senior Subordinated Notes") .............       145,000            145,000
Capital Lease Obligations ........................        44,555             43,693
Financing Obligation -- Tower Sale ...............        12,845             12,916
                                                      ----------         ----------
   Total Long-Term Debt ..........................     1,618,400          1,619,109
Current Portion of Long-Term Debt ................        (5,742)            (5,738)
                                                      ----------         ----------
   Net Long-Term Debt ............................    $1,612,658         $1,613,371
                                                      ==========         ==========
</TABLE>
     On March 1, 2005, the Company, through its wholly-owned subsidiary,
Centennial Puerto Rico Operations Corp. ("CPROC"), entered into an interest rate
swap agreement (the "swap") to hedge variable interest rate risk on $250,000 of
the Company's $591,000 of variable interest rate term loans. The swap became
effective as of March 31, 2005 and expires March 31, 2007, and the fixed
interest rate on the swap is 6.29%. The swap was designated a cash flow hedge.
At August 31, 2005, the fair value of the swap was approximately $106. The
Company adjusted the liability, which is included in other liabilities in the
condensed consolidated balance sheet, for the fair value of the swap. For the
three months ended August 31, 2005, the Company recorded a reduction in
accumulated other comprehensive loss of $713, net of tax, attributable to the
fair value adjustments of the swap.

     On February 10, 2005, the Company amended its $750,000 Senior Secured
Credit Facility (the "New Senior Secured Credit Facility") to, among other
things, lower the interest rate on term loan borrowings by 0.50% through a
reduction in the London Inter-Bank Offering Rate ("LIBOR") spread from 2.75% to
2.25%. Under the terms of the New Senior Secured Credit Facility, as amended,
term and revolving loan borrowings will bear interest at LIBOR (weighted average
rate of 3.45% as of August 31, 2005) plus 2.25% and LIBOR plus 3.25%,
respectively. The Company's obligations under the New Senior Secured Credit
Facility are collateralized by liens on substantially all of the Company's
assets.

     Under certain of the agreements relating to long-term debt, the Company is
required to maintain certain financial and operating covenants, and is limited
in its ability to, among other things, incur additional indebtedness and enter
into transactions with affiliates. Under certain circumstances, the Company is
prohibited from paying cash dividends on its common stock under certain of such
agreements. The Company was in compliance with all covenants of its debt
agreements at August 31, 2005.

     The aggregate annual scheduled principal payments for the next five years
and thereafter related to the Company's long-term debt at August 31, 2005 are
summarized as follows:
<TABLE>
<S>                              <C>
August 31, 2006                  $    5,742
August 31, 2007                       5,830
August 31, 2008                       6,007
August 31, 2009                     151,218
August 31, 2010                     285,336
August 31, 2011 and thereafter    1,164,267
                                 ----------
                                 $1,618,400
                                 ==========
</TABLE>
     Interest expense, as reflected in the condensed consolidated financial
statements, has been partially offset by interest income. The gross interest
expense for the three months ended August 31, 2005 and 2004 was $34,854 and
$36,701, respectively.

NOTE 4. DISCONTINUED OPERATIONS

     On December 28, 2004, the Company sold its wholly-owned subsidiary,
Centennial Puerto Rico Cable TV Corp. ("Centennial Cable"), to an affiliate of
Hicks, Muse, Tate & Furst Incorporated for $157,432 in cash, which consisted of
a purchase price of $155,000 and a working capital adjustment of $2,432. The
disposition has been accounted for by the Company as a discontinued operation in
accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets."

     Summarized financial information for the discontinued operations of
Centennial Cable is as follows:

                                        9
<PAGE>

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED AUGUST 31,
                                                    -----------------------------
                                                          2005       2004
                                                        --------   --------
<S>                                                <C>             <C>
Revenue ........................................          $ --      $12,778
Loss from discontinued operations ..............            --       (2,425)
Gain on disposition ............................           100           --
Income tax (expense) benefit ...................           (35)         429
Net income (loss) from discontinued
   operations ..................................            65       (1,996)
</TABLE>

NOTE 5. RECENT ACCOUNTING PRONOUNCEMENTS

     In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections -- a Replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS 154"). SFAS 154 requires retrospective application to prior period
financial statements of changes in accounting principle, unless it is
impracticable to determine either the period-specific effects or the cumulative
effect of the change. SFAS 154 also redefines "restatement" as the revising of
previously issued financial statements to reflect the correction of an error.
This statement is effective for accounting changes and corrections of errors
made in fiscal years beginning after December 15, 2005. The Company does not
believe that the adoption of SFAS 154 will have a material effect on its
consolidated results of operations, consolidated financial position or
consolidated cash flows.

     In March 2005, the SEC issued Staff Accounting Bulletin No. 107,
"Share-Based Payment" ("SAB 107"), which provides interpretive guidance related
to the interaction between SFAS No. 123R (revised 2004), "Share-Based Payment"
("SFAS 123R") (discussed below), and certain SEC rules and regulations, as well
as provides the SEC staff's views regarding the valuation of share-based payment
arrangements. The Company is currently assessing the effect of SAB 107 on its
implementation and adoption of SFAS 123R.

     In December 2004, the FASB issued SFAS 123R which addresses the accounting
for share-based payment transactions in which a company receives employee
services in exchange for either equity instruments of the company or liabilities
that are based on the fair value of the company's equity instruments or that may
be settled by the issuance of such equity instruments. SFAS 123R eliminates the
ability to account for share-based compensation transactions using the intrinsic
method that the Company currently uses and requires that such transactions be
accounted for using a fair-value-based method and recognized as expense in the
consolidated statement of operations. The effective date of SFAS 123R is for
annual reporting periods beginning after June 15, 2005. The Company has not yet
adopted this pronouncement and is currently evaluating the expected effect that
the adoption of SFAS 123R will have on its consolidated results of operations,
consolidated financial position and consolidated cash flows.

     In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets -- An Amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153 amends APB
Opinion No. 29, "Accounting for Nonmonetary Transactions" ("APB 29"). The
amendments made by SFAS 153 are based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for
nonmonetary exchanges of similar productive assets, which requires that the
accounting for the exchange be based on the recorded amount of the asset
relinquished, and replaced it with a broader exception for exchanges of
nonmonetary assets that do not have "commercial substance." The provisions in
SFAS 153 are effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. Early application is permitted and
companies must apply the standard prospectively. The Company does not expect
that the adoption of SFAS 153 will have a material effect on its consolidated
results of operations, consolidated financial position or consolidated cash
flows.

NOTE 6. ACQUISITIONS AND DISPOSITIONS

     On December 28, 2004 the Company sold its wholly owned subsidiary,
Centennial Cable (see Note 4 above).

NOTE 7. COMMITMENTS AND CONTINGENCIES

Legal Proceedings:

     The Company is party to several lawsuits in which plaintiffs have alleged,
depending on the case, breach of contract, misrepresentation or unfair practice
claims relating to its billing practices, including rounding up of partial
minutes of use to full-minute increments, billing send to end, and billing for
unanswered and dropped calls. The plaintiffs in these cases have not alleged any
specific monetary damages and are seeking certification as a class action. A
hearing on class certification in one of these cases was held on September 2,
2003 in a state court in Louisiana. Subsequent to such hearing, a new judge was
assigned to the case and the plaintiff renewed its motion seeking class action


                                       10

<PAGE>
status in December 2004. The decision of the court with respect to class
certification is still pending. Damages payable by the Company could be
significant, although the Company does not believe that any damage payments
would have a material adverse effect on its consolidated results of operations,
consolidated financial position or consolidated cash flows.

     In April 2002, WHTV Broadcasting Corp. and Sala Foundation Inc., operators
of a wireless cable system in Puerto Rico, filed an action against the Company
in the United States District Court for the District of Puerto Rico. The
complaint alleges that the Company breached the terms of a November 2000 letter
of intent to purchase the wireless cable system for $30,000. The complaint seeks
specific performance of the letter of intent or not less than $15,000 in
damages. The Company does not believe that any damage payments would have a
material adverse effect on the Company's consolidated results of operations,
consolidated financial position or consolidated cash flows.

     The Company is subject to other claims and legal actions that arise in the
ordinary course of business. The Company does not believe that any of these
other pending claims or legal actions will have a material adverse effect on its
business, consolidated results of operations, consolidated financial position or
consolidated cash flows.

Guarantees:

     The Company currently does not guarantee the debt of any entity outside of
its consolidated group. In the ordinary course of its business, the Company
enters into agreements with third parties that provide for indemnification of
counter parties. Examples of these types of agreements are underwriting
agreements entered into in connection with securities offerings and agreements
relating to the sale or purchase of assets. The duration, triggering events,
maximum exposure and other terms under these indemnification provisions vary
from agreement to agreement. In general, the indemnification provisions require
the Company to indemnify the other party to the agreement against losses it may
suffer as a result of the Company's breach of its representations and warranties
contained in the underlying agreement or for misleading information contained in
a securities offering document. The Company is unable to estimate the maximum
potential liability for these types of indemnifications as the agreements
generally do not specify a maximum amount, and the actual amounts are dependant
on future events, the nature and likelihood of which cannot be determined at
this time. Historically, the Company has never incurred any material costs
relating to these indemnification agreements. Accordingly, the Company believes
the estimated fair value of these agreements is minimal.

Lease Commitments:

     The Company leases facilities and equipment under noncancelable operating
and capital leases. Terms of the leases, including renewal options and
escalation clauses, vary by lease. When determining the term of a lease, the
Company includes renewal options that are reasonably assured. Rent expense is
recorded on a straight-line basis over the initial lease term and those renewal
periods that are reasonably assured. The difference between rent expense and
rent paid is recorded as deferred rent. Leasehold improvements are depreciated
over the shorter of their economic lives, which begins once the assets are ready
for their intended use, or the lease term.

Other Commitments and Contingencies:

     The Company has contracted with third parties to construct a new undersea
cable between Puerto Rico and St. Croix, Virgin Islands. This new cable is
expected to be operational by mid-2006 and will interconnect with the Company's
existing undersea capacity and terminate in the United States. As part of the
agreements, the Company has committed to spend $5,290. As of August 31, 2005,
the Company has paid $849 under these agreements.

     In June 2004, the Company signed an amendment to its billing services
agreement with Convergys Information Management Group, Inc. ("Convergys"). The
agreement has a term of seven years and Convergys agreed to provide billing
services, facilitate network fault detection, correction and management
performance and usage monitoring and security for the Company's wireless
operations. Subject to the terms of the agreement, which include a requirement
to meet certain performance standards, the Company has committed to purchase a
total of approximately $74,642 of services through 2011 under this agreement. As
of August 31, 2005, the Company has paid approximately $11,909 in connection
with this agreement.

     In December 2004, the Company entered into an agreement with Nortel
Networks to upgrade its wireless network equipment in Puerto Rico and the U.S.
Virgin Islands. The Company has committed to purchase approximately $20,000 of
equipment and services under the agreement. As of August 31, 2005, the Company
has paid approximately $18,031 in connection with this agreement.


                                       11

<PAGE>

     During the fiscal years ended May 31, 2003 and 2002, an affiliate of Welsh,
Carson, Anderson & Stowe ("Welsh Carson"), the Company's principal stockholder,
purchased in open market transactions approximately $189,000 principal amount of
the 2008 Senior Subordinated Notes. On September 24, 2002, the Company entered
into an indemnification agreement with the Welsh Carson affiliate pursuant to
which the Welsh Carson affiliate agreed to indemnify the Company in respect of
taxes which may become payable by the Company as a result of these purchases. In
connection with these transactions, the Company recorded a $15,925 income tax
payable included in accrued expenses and other current liabilities, and a
corresponding amount due from the Welsh Carson affiliate that is included in
prepaid expenses and other current assets.

NOTE 8. SEGMENT INFORMATION

     The Company's condensed consolidated financial statements include three
reportable segments: U.S. wireless, Caribbean wireless, and Caribbean broadband.
The Company determines its reportable segments based on the aggregation criteria
of SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (e.g., types of services offered and geographic location). U.S.
wireless represents the Company's wireless systems in the United States that it
owns and manages. Caribbean wireless represents the Company's wireless
operations in Puerto Rico, the Dominican Republic and the U.S. Virgin Islands.
Caribbean broadband represents the Company's offering of broadband services
including switched voice, dedicated (private line) and other services in Puerto
Rico and the Dominican Republic. The Company measures the operating performance
of each segment based on adjusted operating income. Adjusted operating income is
defined as net income before income (loss) from discontinued operations, income
from equity investments, minority interest in income of subsidiaries, income tax
expense, other expense, interest expense, net, (loss) gain on disposition of
assets and depreciation and amortization.

     The results of operations presented below exclude Centennial Cable due to
its classification as a discontinued operation (see Note 4). Prior to its
classification as a discontinued operation, the results of operations of
Centennial Cable were included in the Caribbean Broadband Segment.

     Information about the Company's operations in its three business segments
as of, and for the three months ended, August 31, 2005 and 2004 is as follows:

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                               AUGUST 31,
                                                       -------------------------
                                                           2005          2004
                                                       -----------   -----------
<S>                                                    <C>           <C>
U.S. WIRELESS
Service revenue                                        $    80,903   $    85,918
Roaming revenue                                             21,225        13,308
Equipment sales                                              5,698         3,841
                                                       -----------   -----------
   Total revenue                                           107,826       103,067
Adjusted operating income                                   40,653        47,953
Total assets                                             1,862,715     1,986,022
Capital expenditures                                         9,551         9,351

CARIBBEAN WIRELESS
Service revenue                                        $    92,132   $    79,962
Roaming revenue                                                346           458
Equipment sales                                              3,322         2,585
                                                       -----------   -----------
   Total revenue                                            95,800        83,005
Adjusted operating income                                   36,833        32,238
Total assets                                               496,514       497,308
Capital expenditures                                        10,307        12,939

CARIBBEAN BROADBAND
Switched revenue                                       $    12,715   $    11,379
Dedicated revenue                                           14,282        12,534
Wholesale termination revenue                                6,576         7,572
Other revenue                                                3,096         2,024
                                                       -----------   -----------
   Total revenue                                            36,669        33,509
Adjusted operating income                                   16,697        11,410
Total assets                                               695,415       801,588
Capital expenditures                                         6,807         5,156
</TABLE>


                                       12

<PAGE>

<TABLE>
<S>                                                <C>             <C>
ELIMINATIONS
Total revenue (1)                                  $    (3,052)    $    (2,799)
Total assets (2)                                    (1,598,341)     (1,752,785)

CONSOLIDATED
Total revenue                                      $   237,243     $   216,782
Adjusted operating income                               94,183          91,601
Total assets                                         1,456,303       1,532,133
Capital expenditures                                    26,665          27,446
</TABLE>

(1)  Elimination of intercompany revenue, primarily from Caribbean broadband to
     Caribbean wireless.

(2)  Elimination of intercompany investments.

Reconciliation of adjusted operating income to net income:

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                 AUGUST 31,
                                                            -------------------
                                                              2005       2004
                                                            --------   --------
<S>                                                         <C>        <C>
Adjusted operating income................................   $ 94,183   $ 91,601
Less: depreciation and amortization......................    (32,751)   (29,158)
Gain (loss) on disposition of assets.....................         85       (432)
                                                            --------   --------
Operating income.........................................     61,517     62,011
Interest expense, net....................................    (33,995)   (36,479)
Other expense............................................         (6)      (878)
Income tax expense.......................................    (12,802)   (14,110)
Minority interest in income of subsidiaries..............       (212)      (226)
Income from equity investments...........................        108        145
Income (loss) from discontinued operations...............         65     (1,996)
                                                            --------   --------
Net income...............................................   $ 14,675   $  8,467
                                                            ========   ========
</TABLE>

NOTE 9. CONDENSED CONSOLIDATING FINANCIAL DATA

     Centennial Cellular Operating Company, LLC ("CCOC") and CPROC are
wholly-owned subsidiaries of the Company. CCOC is a joint and several co-issuer
on both the 2008 Senior Subordinated Notes and the 2013 Senior Notes issued by
the Company, and CPROC has unconditionally guaranteed both the 2008 Senior
Subordinated Notes and the 2013 Senior Notes. The Company, CCOC and CPROC are
joint and several co-issuers of the 2014 Senior Notes. Separate financial
statements and other disclosures concerning CCOC and CPROC are not presented
because they are not material to investors.


                                       13

<PAGE>

              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                              AS OF AUGUST 31, 2005
                             (AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                                                        Centennial
                                     Centennial         Centennial                        Centennial                  Communications
                                     Puerto Rico         Cellular                       Communications                  Corp. and
                                   Operations Corp.  Operating Co. LLC  Non-Guarantors      Corp.       Eliminations   Subsidiaries
                                   ----------------  -----------------  --------------  --------------  ------------  --------------
<S>                                <C>               <C>                <C>             <C>             <C>           <C>
ASSETS
Current assets:
 Cash and cash equivalents.....    $    75,473       $        --        $    62,704     $        --     $        --   $   138,177
 Accounts receivable, net .....         49,862                --             66,086              --              --       115,948
 Inventory - phones and
  accessories, net.............          8,126                --              7,422              --              --        15,548
 Prepaid expenses and
  other current assets.........          8,089                --             26,329              --              --        34,418
 Assets held for sale..........             --                --                 --              --              --            --
                                   -----------       -----------        -----------     -----------     -----------   -----------
     Total current assets......        141,550                --            162,541              --              --       304,091
Property, plant & equipment,
  net..........................        237,085                --            382,275              --              --       619,360
Equity investments in
 wireless systems, net.........             --                --              2,608              --              --         2,608
Debt issuance costs............         20,664                --             22,170              --              --        42,834
U.S. wireless licenses.........             --                --            383,858              --              --       383,858
Caribbean wireless
 licenses, net.................             --                --             69,242              --              --        69,242
Goodwill.......................          4,186                --             22,518              --              --        26,704
Intercompany...................             --          (166,016)                --         286,516        (120,500)           --
Investment in subsidiaries.....             --         1,151,230            510,034        (751,780)       (909,484)           --
Other assets, net..............          5,932                --              1,674              --              --         7,606
                                   -----------       -----------        -----------     -----------     -----------   -----------
        Total..................    $   409,417       $   985,214        $ 1,556,920     $  (465,264)    $(1,029,984)  $ 1,456,303
                                   ===========       ===========        ===========     ===========     ===========   ===========

LIABILITIES AND STOCKHOLDERS'
  (DEFICIT) EQUITY
Current liabilities:
 Current portion of
  long-term debt...............    $       (12)      $     5,758        $        (4)    $        --     $        --   $     5,742
 Accounts payable..............         20,809                --             16,735              --              --        37,544
 Accrued expenses and other
  current liabilities..........        570,350                --            373,563              --        (768,558)      175,355
 Payable to affiliates.........             --                --                125              --              --           125
 Liabilities held for sale.....             --                --                 --              --              --            --
                                   -----------       -----------        -----------     -----------     -----------   -----------
 Total current liabilities.....        591,147             5,758            390,419              --        (768,558)      218,766
Long-term debt.................        829,576           777,001              6,081              --              --     1,612,658
Deferred federal income taxes..             --                --             73,679              --              --        73,679
Other liabilities..............          3,924                --              9,942              --              --        13,866
Intercompany...................         13,317           920,500            920,500              --      (1,854,317)           --
Minority Interest in
 subsidiaries..................             --                --              2,663              --              --         2,663
Stockholders' (deficit) equity:
 Common stock..................             --                --                 --           1,043              --         1,043
 Additional paid-in capital....       (818,497)               --            818,497         481,511              --       481,511
 Accumulated deficit...........       (209,985)         (718,045)          (664,861)       (946,741)      1,592,891      (946,741)
 Accumulated other
  comprehensive loss...........            (65)               --                 --              --              --           (65)
                                   -----------       -----------        -----------     -----------     -----------   -----------
                                    (1,028,547)         (718,045)           153,636        (464,187)      1,592,891      (464,252)
 Less: treasury shares.........             --                --                 --          (1,077)             --        (1,077)
                                   -----------       -----------        -----------     -----------     -----------   -----------
 Total stockholders'
  (deficit) equity.............     (1,028,547)         (718,045)           153,636        (465,264)      1,592,891      (465,329)
                                   -----------       -----------        -----------     -----------     -----------   -----------
        Total..................    $   409,417       $   985,214        $ 1,556,920     $  (465,264)    $(1,029,984)  $ 1,456,303
                                   ===========       ===========        ===========     ===========     ===========   ===========
</TABLE>


                                       14

<PAGE>
         CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE THREE MONTHS ENDED AUGUST 31, 2005
                             (AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                   CENTENNIAL  CENTENNIAL                                              CENTENNIAL
                                                  PUERTO RICO   CELLULAR                CENTENNIAL                   COMMUNICATIONS
                                                   OPERATIONS   OPERATING     NON-     COMMUNICATIONS                  CORP. AND
                                                     CORP.       CO. LLC   GUARANTORS      CORP.       ELIMINATIONS   SUBSIDIARIES
                                                  -----------  ----------  ----------  --------------  ------------  ---------------
<S>                                               <C>          <C>         <C>         <C>             <C>           <C>
Revenue ........................................  $   101,494  $      --   $  136,975    $      --     $    (1,226)    $  237,243
                                                  -----------  ---------   ----------    ---------     -----------     ----------
Costs and expenses:
   Cost of services (exclusive of depreciation
      and amortization shown below) ............       17,270         --       32,909           --            (999)        49,180
   Cost of equipment sold ......................        5,460         --       19,722           --              --         25,182
   Sales and marketing .........................        9,422         --       16,128           --              --         25,550
   General and administrative ..................       22,251         --       21,124           --            (227)        43,148
   Depreciation and amortization ...............       15,729         --       17,022           --              --         32,751
   Gain on disposition of assets ...............          (16)        --          (69)          --              --            (85)
                                                  -----------  ---------   ----------    ---------     -----------     ----------
                                                       70,116         --      106,836           --          (1,226)       175,726
                                                  -----------  ---------   ----------    ---------     -----------     ----------
Operating income ...............................       31,378         --       30,139           --              --         61,517
                                                  -----------  ---------   ----------    ---------     -----------     ----------
Income (loss) from investments in subsidiaries             --     14,675          613       14,675         (29,963)            --
Interest expense, net ..........................      (26,111)   (33,995)      26,111           --              --        (33,995)
Other expenses .................................         (467)        --          461           --              --             (6)
Intercompany interest allocation ...............           --     33,995      (33,995)          --              --             --
                                                  -----------  ---------   ----------    ---------     -----------     ----------
Income (loss) from continuing operations before
   income tax expense and minority interest ....        4,800     14,675       23,329       14,675         (29,963)        27,516

Income tax expense .............................       (4,187)        --       (8,615)          --              --        (12,802)
                                                  -----------  ---------   ----------    ---------     -----------     ----------
Income (loss) from continuing operations before
   minority interest ...........................          613     14,675       14,714       14,675         (29,963)        14,714

Minority interest in income of subsidiaries ....           --         --         (212)          --              --           (212)
Income from equity investments .................           --         --          108           --              --            108
                                                  -----------  ---------   ----------    ---------     -----------     ----------
Income (loss) from continuing operations .......          613     14,675       14,610       14,675         (29,963)        14,610

Income from discontinued operations ............           --         --           65           --              --             65
                                                  -----------  ---------   ----------    ---------     -----------     ----------
Net income (loss) ..............................  $       613  $  14,675   $   14,675    $  14,675     $   (29,963)    $   14,675
                                                  ===========  =========   ==========    =========     ===========     ==========
</TABLE>

                                       15

<PAGE>
         CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   FOR THE THREE MONTHS ENDED AUGUST 31, 2005
                             (AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                                                       Centennial
                                         Centennial       Centennial                        Centennial                Communications
                                         Puerto Rico       Cellular                       Communications                Corp. and
                                       Operations Corp. Operating Co. LLC  Non-Guarantors     Corp.      Eliminations  Subsidiaries
                                       ---------------- -----------------  -------------- -------------- ------------ --------------
<S>                                    <C>              <C>                <C>            <C>            <C>          <C>
OPERATING ACTIVITIES:

  Net income...........................$       613      $    14,675        $    14,675    $    14,675    $   (29,963) $    14,675

Adjustments to reconcile net
  income (loss) to net cash
  provided by (used in)
  operating activities:

  Depreciation and amortization........     15,729               --             17,022             --             --       32,751
  Minority interest in loss of
    subsidiaries.......................         --               --                212             --             --          212
  Income from equity investments.......         --               --               (108)            --             --         (108)
  Equity in undistributed earnings
    of subsidiaries....................         --          (14,675)              (613)       (14,675)        29,963           --
 (Loss) gain on disposition of assets..        (16)              --                201             --             --          185
  Changes in assets and liabilities,
     net of effects of acquisitions
     and dispositions and other........      2,641         (191,086)           138,384         15,910         18,832      (15,319)
                                       -----------      -----------        -----------    -----------    -----------  -----------
  Total adjustments....................     18,354         (205,761)           155,098          1,235         48,795       17,721
                                       -----------      -----------        -----------    -----------    -----------  -----------
  NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES.................     18,967         (191,086)           169,773         15,910         18,832       32,396
                                       -----------      -----------        -----------    -----------    -----------  -----------
INVESTING ACTIVITIES:

  Proceeds from disposition of
    assets, net of cash expenses.......         --               --                  5             --             --            5
  Capital expenditures.................    (15,123)              --            (11,542)            --             --      (26,665)
                                       -----------      -----------        -----------    -----------    -----------  -----------
     NET CASH USED IN
     INVESTING ACTIVITIES..............    (15,123)              --            (11,537)            --             --      (26,660)
                                       -----------      -----------        -----------    -----------    -----------  -----------
FINANCING ACTIVITIES:

  Repayment of debt....................         --           (1,500)              (116)            --             --       (1,616)
  Proceeds from the exercise of
    employee stock options.............         --               --                 --            853             --          853
  Proceeds from issuance of common
    stock under employee stock
    purchase plan......................         --               --                 --            384             --          384
  Cash received (paid to)
    from affiliates....................      8,758          192,586           (165,365)       (17,147)       (18,832)          --
                                       -----------      -----------        -----------    -----------    -----------  -----------
     NET CASH PROVIDED BY (USED IN)
     FINANCING ACTIVITIES..............      8,758          191,086           (165,481)       (15,910)       (18,832)        (379)
                                       -----------      -----------        -----------    -----------    -----------  -----------
NET CASH USED IN DISCONTINUED
OPERATIONS.............................         --               --                 --             --             --           --
                                       -----------      -----------        -----------    -----------    -----------  -----------
NET INCREASE IN CASH AND
CASH EQUIVALENTS.......................     12,602               --             (7,245)            --             --        5,357

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD....................     62,871               --             69,949             --             --      132,820
                                       -----------      -----------        -----------    -----------    -----------  -----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD..........................$    75,473      $        --        $    62,704    $        --    $        --  $   138,177
                                       ===========      ===========        ===========    ===========    ===========  ===========
</TABLE>

                                       16

<PAGE>

              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                               AS OF MAY 31, 2005
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                   CENTENNIAL  CENTENNIAL                                              CENTENNIAL
                                                  PUERTO RICO   CELLULAR                 CENTENNIAL                  COMMUNICATIONS
                                                   OPERATIONS   OPERATING     NON-     COMMUNICATIONS                   CORP. AND
                                                     CORP.       CO. LLC   GUARANTORS       CORP.      ELIMINATIONS   SUBSIDIARIES
                                                  -----------  ----------  ----------  --------------  ------------  ---------------
<S>                                               <C>          <C>         <C>         <C>             <C>           <C>
ASSETS
Current assets:
   Cash and cash equivalents ...................  $    62,871  $      --   $   69,949    $      --     $        --     $  132,820
   Accounts receivable, net ....................       49,233         --       54,076           --              --        103,309
   Inventory -- phones and accessories, net ....       15,757         --        8,956           --              --         24,713
   Prepaid expenses and other current assets ...        5,291         --       27,239           --              --         32,530
                                                  -----------  ---------   ----------    ---------     -----------     ----------
      Total current assets .....................      133,152         --      160,220           --              --        293,372
Property, plant & equipment, net ...............      232,830         --      386,117           --              --        618,947
Equity investments in wireless systems, net ....           --         --        2,500           --              --          2,500
Debt issuance costs ............................       21,390         --       23,081           --              --         44,471
U.S. wireless licenses .........................           --         --      383,858           --              --        383,858
Caribbean wireless licenses, net ...............           --         --       69,492           --              --         69,492
Goodwill .......................................        4,186         --       22,518           --              --         26,704
Intercompany ...................................           --     31,368           --      270,604        (301,972)            --
Investment in subsidiaries .....................           --    945,859      653,009     (751,780)       (847,088)            --
Other assets, net ..............................        6,075         --        1,321           --              --          7,396
                                                  -----------  ---------   ----------    ---------     -----------     ----------
      Total ....................................  $   397,633  $ 977,227   $1,702,116    $(481,176)    $(1,149,060)    $1,446,740
                                                  ===========  =========   ==========    =========     ===========     ==========

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
   Current portion of long-term debt ...........           16      5,727           (5)          --              --          5,738
   Accounts payable ............................       21,398         --       15,255           --              --         36,653
   Accrued expenses and other current
      liabilities ..............................      568,471         --      378,181           --        (754,645)       192,007
   Payable to affiliates .......................           --         --          125           --              --            125
                                                  -----------  ---------   ----------    ---------     -----------     ----------
      Total current liabilities ................      589,885      5,727      393,556           --        (754,645)       234,523
Long-term debt .................................      829,329    783,720          322           --              --      1,613,371
Deferred federal income taxes ..................           --         --       63,738           --              --         63,738
Other liabilities ..............................        4,904         --        9,708           --              --         14,612
Intercompany ...................................       (5,202)   920,500    1,101,971           --      (2,017,269)            --
Minority Interest in subsidiaries ..............           --         --        2,451           --              --          2,451
Stockholders' (deficit) equity:
   Common stock ................................           --         --           --        1,041              --          1,041
   Additional paid-in capital ..................     (819,886)        --      819,886      480,276                        480,276
   Accumulated deficit .........................     (200,618)  (732,720)    (689,516)    (961,416)      1,622,854       (961,416)
   Accumulated other comprehensive loss ........         (779)        --           --           --              --           (779)
                                                  -----------  ---------   ----------    ---------     -----------     ----------
                                                   (1,021,283)  (732,720)     130,370     (480,099)      1,622,854       (480,878)
   Less: treasury shares .......................           --         --           --       (1,077)             --         (1,077)
                                                  -----------  ---------   ----------    ---------     -----------     ----------
      Total stockholders' (deficit) equity .....   (1,021,283)  (732,720)     130,370     (481,176)      1,622,854       (481,955)
                                                  -----------  ---------   ----------    ---------     -----------     ----------
         Total .................................  $   397,633  $ 977,227   $1,702,116    $(481,176)    $(1,149,060)    $1,446,740
                                                  ===========  =========   ==========    =========     ===========     ==========
</TABLE>


                                       17

<PAGE>

         CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE THREE MONTHS ENDED AUGUST 31, 2004
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                                        Centennial
                                      Centennial         Centennial                       Centennial                  Communications
                                      Puerto Rico         Cellular                      Communications                   Corp. and
                                   Operations Corp.  Operating Co. LLC  Non-Guarantors       Corp.      Eliminations   Subsidiaries
                                   ----------------  -----------------  --------------  --------------  ------------  --------------
<S>                                <C>               <C>                <C>             <C>             <C>           <C>
Revenue..........................      $ 91,564           $    --          $127,202         $   --        $ (1,984)      $216,782
                                       --------           -------          --------         ------        --------       --------
Costs and expenses:
Cost of services (exclusive of
   depreciation and amortization
   shown below)..................        13,237                --            29,278             --          (1,025)        41,490
Cost of equipment sold...........         6,352                --            14,974             --              --         21,326
Sales and marketing..............         9,686                --            14,938             --              --         24,624
General and administrative.......        19,199                --            19,501             --            (959)        37,741
Depreciation and amortization....        16,691                --            12,467             --              --         29,158
Loss (gain) on disposition of
   assets........................           531                --               (99)            --              --            432
                                       --------           -------          --------         ------        --------       --------
                                         65,696                --            91,059             --          (1,984)       154,771
                                       --------           -------          --------         ------        --------       --------
Operating income.................        25,868                --            36,143             --              --         62,011
                                       --------           -------          --------         ------        --------       --------
Income (loss) from investments in
   subsidiaries..................            --             8,467               831          8,467         (17,765)            --
Interest expense, net............       (24,475)           (9,300)           (2,704)            --              --        (36,479)
Other expenses...................          (411)               --              (467)            --              --           (878)
Intercompany interest
  allocation.....................            --             9,300            (9,300)            --              --             --
                                       --------           -------          --------         ------        --------       --------
Income (loss) from continuing
   operations before income tax
   expense, minority interest and
   income from equity investments           982             8,467            24,503          8,467         (17,765)        24,654
Income tax expense...............          (151)               --           (13,959)            --              --        (14,110)
                                       --------           -------          --------         ------        --------       --------
Income (loss) from continuing
   operations before minority
   interest and income from
   equity investments............           831             8,467            10,544          8,467         (17,765)        10,544
Minority interest in loss........            --                --              (226)            --              --           (226)
Income from equity investments...            --                --               145             --              --            145
                                       --------           -------          --------         ------        --------       --------
Income (loss) from continuing
   operations....................           831             8,467            10,463          8,467         (17,765)        10,463
Loss from discontinued
   operations....................            --                --            (1,996)            --              --         (1,996)
                                       --------           -------          --------         ------        --------       --------
Net income (loss)................      $    831           $ 8,467          $  8,467         $8,467        $(17,765)      $  8,467
                                       ========           =======          ========         ======        ========       ========
</TABLE>


                                       18

<PAGE>

         CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   FOR THE THREE MONTHS ENDED AUGUST 31, 2004
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                             Centennial  Centennial                                                  Centennial
                                            Puerto Rico   Cellular                    Centennial                   Communications
                                             Operations   Operating                  Communications                    Corp. and
                                               Corp.       Co. LLC   Non-Guarantors      Corp.       Eliminations   Subsidiaries
                                            -----------  ----------  --------------  --------------  ------------  --------------
<S>                                         <C>          <C>         <C>             <C>             <C>           <C>
OPERATING ACTIVITIES:
   Net income..............................  $    831     $  8,467     $   8,467       $   8,467      $ (17,765)      $  8,467
Adjustments to reconcile net income (loss)
   to net cash provided by (used in)
   operating activities:
   Depreciation and amortization...........    16,691           --        18,366              --             --         35,057
   Minority interest in income of
      subsidiaries.........................        --           --           226              --             --            226
   Income from equity investments..........        --           --          (145)             --             --           (145)
   Equity in undistributed earnings of
      subsidiaries.........................        --       (8,467)         (831)         (8,467)        17,765             --
   Distributions received from equity
      investments..........................        --           --           570              --             --            570
   Loss (gain) on disposition of assets....       531           --           148              --                           679
   Changes in assets and liabilities, net
      of effects of acquisitions and
      dispositions and other...............    (1,380)     (37,214)      672,029        (129,300)      (533,765)       (29,630)
                                             --------     --------     ---------       ---------      ---------       --------
   Total adjustments.......................    15,842      (45,681)      690,363        (137,767)      (516,000)         6,757
                                             --------     --------     ---------       ---------      ---------       --------
      NET CASH PROVIDED BY (USED IN)
         OPERATING ACTIVITIES..............    16,673      (37,214)      698,830        (129,300)      (533,765)        15,224
                                             --------     --------     ---------       ---------      ---------       --------
INVESTING ACTIVITIES:
   Proceeds from disposition of assets,
      net of cash expenses.................        --           --            20              --             --             20
   Capital expenditures....................   (18,491)          --       (10,629)             --             --        (29,120)
                                             --------     --------     ---------       ---------      ---------       --------
      NET CASH USED IN INVESTING
         ACTIVITIES........................   (18,491)          --       (10,609)             --             --        (29,100)
                                             --------     --------     ---------       ---------      ---------       --------
FINANCING ACTIVITIES:
   Repayment of debt.......................       (21)      (1,500)         (113)             --             --         (1,634)
   Proceeds from the exercise of employee
      stock options........................        --           --            --             193             --            193
   Proceeds from issuance of common stock
      under employee stock purchase plan...        --           --            --             425             --            425
   Cash (paid to) received from affiliates.     3,791       38,714      (704,952)        128,682        533,765             --
                                             --------     --------     ---------       ---------      ---------       --------
      NET CASH (USED IN) PROVIDED BY
         FINANCING ACTIVITIES..............     3,770       37,214      (705,065)        129,300        533,765         (1,016)
                                             --------     --------     ---------       ---------      ---------       --------
NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS.............................     1,952           --       (16,844)             --             --        (14,892)
CASH AND CASH EQUIVALENTS, BEGINNING OF
   PERIOD..................................    42,484           --        69,620              --             --        112,104
                                             --------     --------     ---------       ---------      ---------       --------
CASH AND CASH EQUIVALENTS, END OF PERIOD...  $ 44,436     $     --     $  52,776       $      --      $      --       $ 97,212
                                             ========     ========     =========       =========      =========       ========
</TABLE>


                                       19

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

EXECUTIVE OVERVIEW

     Company Overview

     We are a leading regional wireless and broadband telecommunications service
provider serving approximately 1.3 million wireless customers and approximately
320,200 access line equivalents in markets covering approximately 19.8 million
Net Pops in the United States and the neighboring Caribbean. In the United
States, we are a regional wireless service provider in small cities and rural
areas in two geographic clusters covering parts of six states. In our Puerto
Rico-based Caribbean service area, which also includes operations in the
Dominican Republic and the U.S. Virgin Islands, we are a facilities-based, fully
integrated communications service provider offering both wireless and, in Puerto
Rico and the Dominican Republic, broadband services to business and residential
customers.

     As discussed in Note 4 to the Condensed Consolidated Financial Statements,
the results of operations presented below exclude Centennial Puerto Rico Cable
TV Corp. ("Centennial Cable") due to its classification as a discontinued
operation.

     The information contained in this Part I, Item 2, updates, and should be
read in conjunction with, information set forth in Part II, Items 7 and 8, in
the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2005,
filed on August 11, 2005, in addition to the unaudited interim Condensed
Consolidated Financial Statements and accompanying notes presented in Part 1,
Item 1 of this Quarterly Report on Form 10-Q. Those statements in the following
discussion that are not historical in nature should be considered to be
forward-looking statements that are inherently uncertain. Please see "Cautionary
Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995" and the "Risk Factors" section of our 2005 Annual
Report on Form 10-K.

     Management's Summary

     Our vision is to be the premier regional provider of telecommunications
services, by tailoring the ultimate customer experience, in the markets we
serve. We deliver our tailored approach to serving local markets through our
local scale and knowledge which has led to a strong track record of success.

     In the United States, we provide digital wireless service in two geographic
clusters, covering approximately 8.6 million Net Pops. Our Midwest cluster
includes parts of Indiana, Michigan and Ohio, and our Southeast cluster includes
parts of Louisiana, Mississippi and Texas. Our clusters are comprised of small
cities and rural areas.

     In the Caribbean region, we offer wireless and wireline services in Puerto
Rico and the Dominican Republic and wireless services in the U.S. Virgin
Islands. For the three months ended August 31, 2005, we derived approximately
83% of our Caribbean operations' revenue from our Puerto Rico operations. Puerto
Rico is a U.S. dollar-denominated and Federal Communications Commission ("FCC")
regulated commonwealth of the United States. San Juan, the capital of Puerto
Rico, is currently one of the 25 largest and 5 most dense, U.S. wireless markets
in terms of population.

     The business strategy we use to tailor the ultimate customer experience
entails focusing on attractive and growing markets and customizing our sales,
marketing and customer support functions to customer needs in these markets. For
the three months ended August 31, 2005, approximately 95% of our postpaid
wireless sales in the United States and Puerto Rico and substantially all of our
broadband sales were made through our own employees, which allows us to have a
high degree of control over the customer experience. Further, through our
tailored approach, we target high quality (high revenue per average wireless
customer, including roaming revenue, or "ARPU") postpaid wireless customers in
our U.S. and Puerto Rico operations. We rely more heavily on a dealer network
for prepaid wireless sales in the Dominican Republic.

     Our business strategy also entails ensuring that our networks are of the
highest quality in all our locations. For the three months ended August 31,
2005, we spent $26.7 million on capital expenditures. This included $9.6 million
in our U.S. wireless operations to upgrade and expand the coverage areas of our
cell sites and the call switching equipment of existing wireless properties and
to continue to build out our spectrum in Grand Rapids and Lansing Michigan. We
spent $10.3 million and $6.8 million on capital expenditures in our Caribbean
wireless and broadband operations, respectively, for the three months ended
August 31, 2005, which included $5.9 million of capitalized phones in Puerto
Rico we loan to our customers. These investments were to add capacity and


                                       20

<PAGE>

services, to continue the development and expansion of our Caribbean wireless
systems, to continue the replacement and upgrade of our Puerto Rico Wireless and
U.S. Virgin Islands wireless network and to continue the expansion of our
Caribbean Broadband network infrastructure.

     We believe that the success of our business is a function of our
performance relative to a number of key drivers. The drivers can be summarized
in our ability to attract and retain customers by profitably providing superior
service at competitive rates. We continually monitor our performance against
these key drivers by evaluating several metrics. In addition to adjusted
operating income (adjusted operating income represents the profitability measure
of our segments -- see Note 8 to the Condensed Consolidated Financial Statements
for reconciliation to the appropriate accounting principles generally accepted
in the United States of America, or GAAP measure), the following key metrics,
among other factors, are monitored by management in assessing the performance of
our business:

     -    Gross postpaid and prepaid wireless additions

     -    Net gain (loss) -- wireless subscribers

     -    Revenue per average wireless customer (including roaming revenue), or
          ARPU

     -    Roaming revenue

     -    Penetration -- total wireless

     -    Postpaid churn -- wireless

     -    Prepaid churn -- Caribbean wireless

     -    Average monthly minutes of use per wireless customer

     -    Fiber route miles -- Caribbean broadband

     -    Switched access lines -- Caribbean broadband

     -    Dedicated access line equivalents -- Caribbean broadband

     -    On-net buildings -- Caribbean broadband

     -    Capital expenditures

     Gross postpaid and prepaid wireless additions represent the number of new
subscribers we are able to add during the period. Growing our subscriber base by
adding new subscribers is a fundamental element of our long-term growth
strategy. We must maintain a competitive offering of products and services to
sustain our subscriber growth. We focus on postpaid customers in our U.S. and
Puerto Rico operations and prepaid in the Dominican Republic.

     Net gain (loss) -- wireless subscribers represents the number of
subscribers we were able to add to our service during the period after deducting
the number of disconnected or terminated subscribers. By monitoring our growth
against our forecast, we believe we are better able to anticipate our future
operating performance.

     ARPU represents the average monthly subscriber revenue generated by a
typical subscriber (determined as subscriber revenues divided by average number
of retail subscribers). We monitor trends in ARPU to ensure that our rate plans
and promotional offerings are attractive to customers and profitable. The
majority of our revenues are derived from subscriber revenues. Subscriber
revenues include, among other things: monthly access charges; charges for
airtime used in excess of plan minutes; Universal Service Fund ("USF") support
payment revenues; long distance revenues derived from calls placed by our
customers; international interconnect revenues; roaming revenue; and other
charges such as activation, voice mail, call waiting, call forwarding and
regulatory charges.

     Roaming revenues represent the amount of revenue we receive from other
wireless carriers for providing service to their subscribers who "roam" into our
markets and use our systems to carry their calls. The per minute rate paid by a
roamer is established


                                       21

<PAGE>

by an agreement between the roamer's wireless provider and us. The amount of
roaming revenue we generate is often dependent upon usage patterns of our
roaming partners' subscribers and the rate plan mix and technology mix of our
roaming partners. We closely monitor trends in roaming revenues because usage
patterns by our roaming partners' subscribers can be difficult to predict.

     Penetration -- total wireless represents a percentage, which is calculated
by dividing the number of our retail subscribers by the total population of
potential subscribers available in the markets that we serve.

     Postpaid and prepaid churn represent the number of subscribers that
disconnect or are terminated from our service or where there is a lack of usage
by prepaid customers for a prescribed period of time. Churn is calculated by
dividing the aggregate number of wireless subscribers who cancel service during
each month in a period by the total number of wireless retail subscribers as of
the beginning of the month. Churn is stated as the average monthly churn rate
for the applicable period. We monitor and seek to control churn so that we can
grow our business without incurring significant sales and marketing cost needed
to replace disconnected subscribers. We must continue to ensure that we offer
excellent network quality and customer service so that our churn rates remain
low.

     Average monthly minutes of use per wireless customer represents the average
number of minutes ("MOU's") used by our customers during a period. We monitor
growth in MOU's to ensure that the access and overage charges we are collecting
are consistent with that growth. In addition, growth in subscriber usage may
indicate a need to invest in additional network capacity.

     Fiber route miles are the number of miles of fiber cable that we have laid.
Fiber is installed to connect our equipment to our customer premises equipment.
As a facilities based carrier, the number of fiber route miles is an indicator
of the strength of our network, our coverage and our potential market
opportunity.

     Switched access lines represent the amount of lines connected to our
switching center and serving customers for incoming and outgoing calls. Growing
our switched access lines is a fundamental element of our strategy. We monitor
the trends in our switched access line growth against our forecast to be able to
anticipate future operating performance. In addition, this measurement allows us
to compute our current market penetration in the markets we serve.

     Dedicated access line equivalents represents the amount of Voice Grade
Equivalent ("VGE") lines used to connect two end points. We monitor the trends
in our dedicated service using VGE against our forecast to anticipate future
operating performance, network capacity requirements and overall growth of our
business.

     On-net buildings is a location where we have established a point of
presence to serve one or more customers. Tracking the number of on-net buildings
allows us to size our addressable market and determine the appropriate level of
capital expenditures. As a facilities based competitive local exchange carrier,
it is a critical performance measurement of our growth and a clear indication of
our increased footprint.

     Capital expenditures represent the amount spent on upgrades, additions and
improvements to our telecommunications network and back office infrastructure.
We monitor our capital expenditures as part of our overall financing plan and to
ensure that we receive an appropriate rate of return on our capital investments.
This statistic is also used to ensure that capital investments are in line with
network usage trends and consistent with our objective of offering a high
quality network to our customers.

CRITICAL ACCOUNTING ESTIMATES

     The preparation of our Condensed Consolidated Financial Statements and
related disclosures in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and the disclosure of contingent assets and liabilities as of the
date of the financial statements and revenues and expenses during the periods
reported. We base our estimates on historical experience, where applicable, and
other assumptions that we believe are reasonable under the circumstances. Actual
results may differ from our estimates under different assumptions or conditions.

     There are certain critical estimates that we believe require significant
judgment in the preparation of our Condensed Consolidated Financial Statements.
We consider an accounting estimate to be critical if:

     -    it requires us to make assumptions because information was not
          available at the time or it included matters that were highly
          uncertain at the time we were making the estimate, and


                                       22

<PAGE>

     -    changes in the estimate or different estimates that we could have
          selected may have had a material effect on our consolidated financial
          condition or consolidated results of operations.

          Allowance for Doubtful Accounts

     We maintain an allowance for doubtful accounts for estimated losses, which
result from our customers not making required payments. We base our allowance on
the likelihood of recoverability of our subscriber accounts receivable based on
past experience and by reviewing current collection trends. A worsening of
economic or industry trends beyond our estimates could result in an increase of
our allowance for doubtful accounts by recording additional expense.

          Property, Plant and Equipment -- Depreciation

     The telecommunications industry is capital intensive. Depreciation of
property, plant and equipment constitutes a substantial operating cost for us.
The cost of our property, plant and equipment, principally telecommunications
equipment, is charged to depreciation expense over estimated useful lives. We
depreciate our telecommunications equipment using the straight-line method over
its estimated useful lives. We periodically review changes in our technology and
industry conditions, asset retirement activity and salvage values to determine
adjustments to the estimated remaining useful lives and depreciation rates.
Actual economic lives may differ from our estimated useful lives as a result of
changes in technology, market conditions and other factors. Such changes could
result in a change in our depreciable lives and therefore our depreciation
expense in future periods.

     In our Puerto Rico wireless operations, we sell and loan phones to our
customers. When we sell a phone to a customer, the cost of the phone sold is
charged to cost of equipment sold whereas the cost of a phone which is loaned to
a customer is charged to depreciation expense over the life of the phone. Phones
loaned to customers are required to be returned upon contract cancellation.

          Valuation of Long-Lived Assets

     Long-lived assets such as property, plant and equipment are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. In our estimation of fair value, we
consider current market values of properties similar to our own, competition,
prevailing economic conditions, government policy, including taxation, and the
historical and current growth patterns of both our business and the industry. We
also consider the recoverability of the cost of our long-lived assets based on a
comparison of estimated undiscounted operating cash flows for the related
businesses with the carrying value of the long-lived assets. Considerable
management judgment is required to estimate the fair value of and impairment, if
any, of our assets. These estimates are very subjective in nature; we believe
that our estimates are consistent with assumptions that marketplace participants
would use in their estimates of fair value. Estimates related to recoverability
of assets are critical accounting policies as management must make assumptions
about future revenue and related expenses over the life of an asset, and the
effect of recognizing impairment could be material to our consolidated financial
position as well as our consolidated results of operations. Actual revenue and
costs could vary significantly from such estimates.

          Goodwill and Wireless Licenses -- Valuation of Goodwill and
Indefinite-Lived Intangible Assets

     We review goodwill and wireless licenses for impairment based on the
requirements of Statement of Financial Accounting Standards ("SFAS") No. 142,
Goodwill and Other Intangible Assets ("SFAS 142"). In accordance with SFAS 142,
goodwill is tested for impairment at the reporting unit level on an annual basis
as of January 31st or on an interim basis if an event occurs or circumstances
change that would reduce the fair value of a reporting unit below its carrying
value. These events or circumstances would include a significant change in the
business climate, legal factors, operating performance indicators, competition,
sale or disposition of a significant portion of the business or other factors.
We have determined that our reporting units for SFAS 142 are our operating
segments determined under SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information. In analyzing goodwill for potential
impairment, we use projections of future cash flows from each reporting unit to
determine whether its estimated value exceeds its carrying value. These
projections of cash flows are based on our views of growth rates, time horizons
of cash flow forecasts, assumed terminal value, estimates of our future cost
structures and anticipated future economic conditions and the appropriate
discount rates relative to risk and estimates of residual values. These
projections are very subjective in nature. We believe that our estimates are
consistent with assumptions that marketplace participants would use in their
estimates of fair value. The use of different estimates or assumptions within
our discounted cash flow model (e.g., growth rates, future economic conditions
or discount rates and estimates of terminal values) when determining the fair
value of the reporting unit are subjective and could result in different values
and may affect any related goodwill or wireless licenses impairment charge.

RESULTS OF OPERATIONS


                                       23

<PAGE>

     We had approximately 1,307,600 wireless subscribers, including
approximately 43,200 wholesale subscribers, at August 31, 2005, as compared to
1,081,600, including approximately 13,500 wholesale subscribers, at August 31,
2004, an increase of 21%. Income from continuing operations for the three months
ended August 31, 2005 was $14.6 million, as compared to $10.5 million for the
three months ended August 31, 2004. Basic and diluted earnings per share from
continuing operations for the three months ended August 31, 2005 were $0.14, as
compared to $0.10 for the three months ended August 31, 2004.

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes," Accounting Principles Board ("APB") Opinion
No. 28, "Interim Financial Reporting," and Financial Accounting Standards Board
("FASB") Interpretation No. 18, "Accounting for Income Taxes in Interim Periods
- An Interpretation of APB Opinion No. 28," we have recorded our tax provision
from continuing operations for the quarter ended August 31, 2005 based on our
projected annual worldwide effective tax rate of 51.8%, which is impacted by
U.S. federal taxes, state taxes, net of federal tax benefits, and foreign taxes
for which the Company cannot claim a foreign tax credit. The tax provision for
the three months ended August 31, 2005 was adjusted for a benefit of
approximately $1.6 million for state tax refunds received during the quarter.

Consolidated Operations

<TABLE>
<CAPTION>
                                                 THREE MONTH ENDED
                                                     AUGUST 31,
                                                 -----------------        $         %
                                                   2005      2004      CHANGE    CHANGE
                                                 -------   -------     ------    ------
                                                    (Unaudited)
                                                   (in thousands,
                                                  except per share
                                                       data)
<S>                                              <C>       <C>       <C>           <C>
Operating income .............................   $61,517   $62,011     $ (494)     (1)%
Income from continuing operations ............    14,610    10,463      4,147      40%
Earnings per share from continuing operations:
   Basic and diluted .........................      0.14      0.10       0.04      40%
</TABLE>

U.S. Wireless Operations

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED
                                                     AUGUST 31,
                                                 -------------------      $         %
(In thousands)                                     2005      2004      CHANGE    CHANGE
                                                 --------   --------  -------    ------
                                                    (Unaudited)
<S>                                       <C>        <C>        <C>       <C>
Revenue:
Service revenue                                  $ 80,903   $ 85,918  $(5,015)     (6)%
Roaming revenue                                    21,225     13,308    7,917      59
Equipment sales                                     5,698      3,841    1,857      48
                                                 --------   --------  -------
   Total revenue                                  107,826    103,067    4,759       5
                                                 --------   --------  -------
Costs and expenses:
Cost of services                                   22,884     16,792    6,092      36
Cost of equipment sold                             14,582     11,423    3,159      28
Sales and marketing                                12,605     12,607       (2)     --
General and administrative                         17,102     14,292    2,810      20
                                                 --------   --------  -------
   Total costs and expenses                        67,173     55,114   12,059      22
                                                 --------   --------  -------
Adjusted operating income (1)                    $ 40,653   $ 47,953  $(7,300)    (15)%
                                                 ========   ========  =======
</TABLE>

(1)  Adjusted operating income represents the profitability measure of the
     segment - see Note 8 to the condensed consolidated financial statements for
     a reconciliation of consolidated adjusted operating income to the
     appropriate GAAP measure.

     Revenue. U.S. wireless service revenue decreased in the three months ended
August 31, 2005, as compared to the three months ended August 31, 2004. The
decrease was primarily due to $5.5 million of USF revenue related to prior
periods, which was included in service revenue for the three months ended August
31, 2004, the point at which it became known and realizable.

     U.S. wireless roaming revenue increased for the three months ended August
31, 2005. The increase was primarily due to a 758% increase in global system for
mobile communications ("GSM") roaming minutes, partially offset by lower average
roaming rates per minute. Despite this strong performance, the Company does not
expect long-term growth in roaming revenue and anticipates that roaming revenue
will remain a small percentage of consolidated revenue in future periods.

     Our U.S. wireless operations had approximately 592,600 and 564,900
subscribers at August 31, 2005 and 2004, respectively, including approximately
43,200 and 13,500 wholesale subscribers, respectively. Postpaid subscribers
account for 97% of total U.S.

                                       24
<PAGE>

retail wireless subscribers as of August 31, 2005. During the twelve months
ended August 31, 2005, increases in retail subscribers from new activations of
156,600 were offset by subscriber cancellations of 158,600. The monthly postpaid
churn rate was 2.1% for the three months ended August 31, 2005 and 2004. The
cancellations experienced by our U.S. wireless operations were primarily due to
competition and nonpayment.

     Equipment sales increased during the three months ended August 31, 2005, as
compared to the three months ended August 31, 2004 due primarily to increased
activations in the current period as well as an increase in sales of more
expensive phones.

     U.S. wireless ARPU was $65 for the three months ended August 31, 2005, as
compared to $62 for the same period a year ago. ARPU for the three months ended
August 31, 2004 includes $5.5 million of USF revenue related to prior periods.
ARPU excluding this $5.5 million of USF revenue was $59 for the three months
ended August 31, 2004. Average minutes of use per subscriber were 688 per month
for the three months ended August 31, 2005 as compared to 518 for the same
period last year. Wireless ARPU increased due to the increase in roaming revenue
described above and, to a lesser extent, an increase in the sale of enhanced
features, such as caller ID and voicemail.

     Costs and expenses. Cost of services increased during the three months
ended August 31, 2005, as compared to the same period last year, primarily due
to an increase in (i) incollect roaming costs (costs associated with providing
our subscribers roaming on other carriers' networks), (ii) telephone service
costs due to higher minutes of use, and (iii) costs to repair phones. In
addition, we received lower reimbursements for deploying basic and enhanced E911
services ("E911") in the three months ended August 31, 2005 compared to the
prior year. We recorded these reimbursements as a reduction in cost of services.

     Cost of equipment sold increased for the three months ended August 31,
2005, as compared to the same period last year, primarily due to an increase in
phones used for customer retention and handset upgrades and, to a lesser
extent, a higher average cost per phone and increased activations. We expect
this trend to continue as we migrate our customers onto our GSM/GPRS network.

     General and administrative expenses increased for the three months ended
August 31, 2005 as compared to the same period in the prior year, due primarily
to contingent professional fees relating to a successful state tax refund
claim, increased costs associated with our outcollect roaming and increased
subscriber billing costs.

     Adjusted operating income for the U.S. wireless operations decreased for
the three months ended August 31, 2005 as compared to the same period in fiscal
2005 primarily due to a decrease in USF revenue and an increase in equipment
expense, partially offset by an increase in roaming revenue.

     Caribbean Wireless Operations

<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED
                                               AUGUST 31,
                                           ------------------      $         %
(In thousands)                               2005       2004     CHANGE   CHANGE
                                           -------    -------   -------  -------
                                                (Unaudited)
<S>                                        <C>        <C>       <C>      <C>
Revenue:
Service revenue                            $92,132    $79,962   $12,170     15%
Roaming revenue                                346        458      (112)   (24)
Equipment sales                              3,322      2,585       737     29
                                           -------    -------   -------
   Total revenue                            95,800     83,005    12,795     15
                                           -------    -------   -------
Costs and expenses:
Cost of services                            16,130     12,686     3,444     27
Cost of equipment sold                      10,459      9,685       774      8
Sales and marketing                         11,172     10,245       927      9
General and administrative                  21,206     18,151     3,055     17
                                           -------    -------   -------
   Total costs and expenses                 58,967     50,767     8,200     16
                                           -------    -------   -------
Adjusted operating income (1)              $36,833    $32,238   $ 4,595     14%
                                           =======    =======   =======
</TABLE>

(1)  Adjusted operating income represents the profitability measure of the
     segment - see Note 8 to the condensed consolidated financial statements for
     a reconciliation of consolidated adjusted operating income to the
     appropriate GAAP measure.

     Revenue. Caribbean wireless service revenue increased for the three months
ended August 31, 2005, as compared to the three months ended August 31, 2004.
The increase in Caribbean wireless service revenue was primarily due to a
significant increase in the number of subscribers, offset by a lower ARPU in the
three months ended August 31, 2005, as compared to the three months ended August
31, 2004. The growth rate in service revenue was less than the growth rate in
subscribers due to a larger proportionate increase in prepaid subscribers in the
Dominican Republic, which generally have a lower ARPU than our subscribers in
Puerto Rico.


                                       25

<PAGE>

     Our Caribbean wireless operations had approximately 715,000 subscribers at
August 31, 2005, an increase of 38% from 516,700 subscribers at August 31, 2004.
During the twelve months ended August 31, 2005, increases from new activations
of 485,800 were offset by subscriber cancellations of 287,500. The cancellations
experienced by our Caribbean wireless operations were primarily the result of a
lack of usage by our prepaid customers, competition and non-payment.

     The monthly postpaid churn rate increased to 3.2% for three months ended
August 31, 2005 from 2.4% for the same period last year. The increase in
postpaid churn is primarily due to higher involuntary churn in Puerto Rico and
to higher churn in the Dominican Republic. We believe that the Company's shift
in emphasis to prepaid plans and "hybrid" plans (having attributes of prepaid
and postpaid plans, which we characterize as "prepaid" in our subscriber
statistics) contributed to the increase in postpaid churn in the Dominican
Republic. Our postpaid subscribers represented approximately 58% of our total
Caribbean wireless subscribers at August 31, 2005, down from approximately 73%
at August 31, 2004. The decrease in the percentage of postpaid customers is due
to growth in our Dominican Republic operations, which has a higher percentage of
prepaid customers.

     Caribbean wireless ARPU was $46 for the three months ended August 31, 2005,
as compared to $55 for the same period last year. The decrease in ARPU was
primarily due to a change in the subscriber mix as the percentage of total
Caribbean subscribers from the Dominican Republic has continued to increase. The
majority of the subscribers in the Dominican Republic are prepaid subscribers,
who generally have a lower ARPU than postpaid subscribers.

     Our subscribers used an average of 844 minutes of airtime per month during
the three months ended August 31, 2005, compared to 947 minutes per month during
the three months ended August 31, 2004. The decrease in minutes of airtime per
month was primarily due to the change in the subscriber mix described above, as
prepaid subscribers generally consume less airtime than our postpaid
subscribers. Our postpaid subscribers used an average of 1,356 minutes of
airtime per month during the three months ended August 31, 2005, as compared to
1,261 minutes of use per month during the three months ended August 31, 2004.

     Equipment sales increased during the three months ended August 31, 2005, as
compared to the three months ended August 31, 2004 due primarily to an increase
in the number of phones sold as well as the sale of more expensive phones as we
continue to sell more technologically advanced handsets capable of supplying
advanced wireless data services.

     Costs and expenses. Cost of services increased during the three months
ended August 31, 2005 as compared to the three months ended August 31, 2004. The
increase was primarily due to costs associated with a larger subscriber base,
including interconnection, compensation, tower site, phone repairs and utilities
expenses.

     Cost of equipment sold increased during the three months ended August 31,
2005 as compared to the same period last year. The increase was primarily due to
an increase in the number of phones used for upgrades and customer retention
purposes.

     Sales and marketing expenses increased during the three months ended August
31, 2005 as compared to the same period last year. The increase is due to an
increase in agent commission expense as a result of growth in our prepaid
subscriber base, partially offset by a decrease in direct commission expense as
a result of lower postpaid activations.

     General and administrative expenses increased during the three months ended
August 31, 2005 as compared to the same period in fiscal 2005. The increase was
primarily due to increases in bad debt expense due to the increase in
involuntary churn, as well as an increase in compensation costs and subscriber
billing services due to increased subscribers.

     Adjusted operating income for the Caribbean wireless operations increased
for the three months ended August 31, 2005, as compared to the three months
ended August 31, 2004, primarily as a result of an increase in subscribers.


                                       26

<PAGE>

Caribbean Broadband Operations

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED AUGUST 31,
                                          -----------------------------      %
(In thousands)                               2005      2004    $ CHANGE   CHANGE
                                           -------   -------   --------   ------
<S>                                       <C>        <C>       <C>        <C>
Revenue:                                      (Unaudited)
Switched revenue                           $12,715   $11,379   $ 1,336      12%
Dedicated revenue                           14,282    12,534     1,748      14
Wholesale termination revenue                6,576     7,572      (996)    (13)
Other revenue                                3,096     2,024     1,072      53
                                           -------   -------   -------
   Total revenue                            36,669    33,509     3,160       9
                                           -------   -------   -------
Costs and expenses:
Cost of services                            13,065    14,667    (1,602)    (11)
Cost of equipment sold                         141       218       (77)    (35)
Sales and marketing                          1,773     1,772         1      --
General and administrative                   4,993     5,442      (449)     (8)
                                           -------   -------   -------
   Total costs and expenses                 19,972    22,099    (2,127)    (10)
                                           -------   -------   -------
Adjusted operating income (1)              $16,697   $11,410   $ 5,287      46%
                                           =======   =======   =======
</TABLE>

(1)  Adjusted operating income represents the profitability measure of the
     segment - see Note 8 to the condensed consolidated financial statements for
     a reconciliation of consolidated adjusted operating income to the
     appropriate GAAP measure.

     Revenue. Caribbean broadband revenue increased for the three months ended
August 31, 2005, as compared to the three months ended August 31, 2004. This
increase was primarily due to a 15% increase in total access lines and
equivalents to 320,200.

     Switched revenue increased for the three months ended August 31, 2005, as
compared to the same period last year. The increase was primarily due to a 20%
increase in switched access lines to 64,700 as of the end of August 31, 2005,
partially offset by a decrease in recurring revenue per line.

     Dedicated revenue increased for the three months ended August 31, 2005, as
compared to the same period last year. The increase was primarily the result of
a 14% growth in voice grade equivalent dedicated lines to 255,500.

     Wholesale termination revenue decreased for the three months ended August
31, 2005, as compared to the same period last year. The decrease was primarily
the result of a decrease in southbound terminating minutes to the Dominican
Republic. The Dominican Republic termination revenue generally has lower margins
than switched and dedicated revenue.

     Other revenue increased for the three months ended August 31, 2005 from the
same period last year. The increase was primarily due to an increase in
inter-carrier compensation revenue as well as an increase in installation and
new construction charges.

     Costs and expenses. Cost of services decreased during the three months
ended August 31, 2005, as compared to the same period last year. The decrease
was primarily due to a decrease in access charges in the Dominican Republic,
resulting from a decrease in the number of international long distance minutes
to the Dominican Republic that we terminate, which corresponds to the decrease
in wholesale termination revenue described above, and to a lesser extent,
reduced termination rates in Puerto Rico.

     General and administrative expenses decreased during the three months ended
August 31, 2005, as compared to the three months ended August 31, 2004. The
decrease was primarily due to a decrease in bad debt expense.

     Adjusted operating income for the Caribbean broadband operations increased
during for the three months ended August 31, 2005, as compared to the three
months ended August 31, 2004 primarily as a result of a 15% increase in access
lines and equivalents, reduced termination rates in Puerto Rico, an increase in
inter-carrier compensation revenue and reduced bad debt expense. Additionally,
switched and dedicated revenue, which increased during the period, have higher
margins than wholesale termination revenue, which decreased during the period.

LIQUIDITY AND CAPITAL RESOURCES

Weighted Average Debt Outstanding and Interest Expense


                                       27

<PAGE>

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED
                                                       AUGUST 31,
                                                  -------------------
(in millions)                                       2005       2004      Change
                                                  --------   --------   -------
<S>                                               <C>        <C>        <C>
Weighted Average Debt Outstanding..............   $1,618.8   $1,768.6   $(149.8)
Weighted Average Gross Interest Rate(1)........        8.6%       8.3%      0.3%
Weighted Average Gross Interest Rate (2).......        8.2%       7.9%      0.3%
Gross Interest Expense(1)......................   $  34.86   $  36.70   $ (1.84)
Interest Income................................   $   0.86   $   0.22   $  0.64
                                                  --------   --------   -------
Net Interest Expense...........................   $  34.00   $  36.48   $ (2.48)
                                                  ========   ========   =======
</TABLE>

(1)  Including amortization of debt issuance costs

(2)  Excluding amortization of debt issuance costs

     The $2.5 million decrease in net interest expense resulted primarily from
the lower weighted average debt and higher interest income.

     At August 31, 2005, we had total liquidity of $287.9 million, consisting of
cash and cash equivalents totaling $138.2 million and approximately $149.7
million available under our revolving credit facility.

     On March 1, 2005, we entered into an interest rate swap agreement, through
our wholly-owned subsidiary, Centennial Puerto Rico Operations Corp. ("CPROC"),
to hedge variable interest rate risk on $250.0 million of our $591.0 million of
variable interest rate term loans. The swap became effective as of March 31,
2005 and expires March 31, 2007, and the fixed interest rate on the swap is
6.29%. The swap was designated a cash flow hedge. At August 31, 2005, the fair
value of the swap was approximately $0.1 million. We adjusted the liability,
which is included in other liabilities in the condensed consolidated balance
sheet, for the fair value of the swap. For the three months ended August 31,
2005, we recorded a reduction in accumulated other comprehensive loss of $0.7
million, net of tax, attributable to the fair value adjustments of the swap.

     On February 10, 2005, we amended our $750.0 million Senior Secured Credit
Facility (the "New Senior Secured Credit Facility") to, among other things,
lower the interest rate on term loan borrowings by 0.50% through a reduction in
the London Inter-Bank Offering Rate ("LIBOR") spread from 2.75% to 2.25%. Under
the terms of the New Senior Secured Credit Facility, as amended, term and
revolving loan borrowings will bear interest at LIBOR (weighted average rate of
3.45% as of August 31, 2005) plus 2.25% and LIBOR plus 3.25%, respectively. Our
obligations under the New Senior Secured Credit Facility are collateralized by
liens on substantially all of our assets.

     On February 9, 2004, we issued the 8 1/8% Senior Unsecured Notes due 2014
("2014 Senior Notes"). Concurrent with the issuance of the 2014 Senior Notes, we
entered into the New Senior Secured Credit Facility. Centennial Communications
Corp. and each of its direct and indirect domestic subsidiaries are guarantors
under the New Senior Secured Credit Facility.

     The New Senior Secured Credit Facility consists of a seven-year term loan
with an aggregate principal amount of $595.5 million, as amended, of which
$591.0 million remained outstanding at August 31, 2005 and which requires
quarterly amortization payments in an aggregate principal amount of $6.0 million
in each of the fiscal years ended 2006, 2007, 2008 and 2009, $4.5 million in
fiscal year 2010 and the balance of $564.0 million in two equal installments of
$282.0 million in August 2010 and February 2011. The New Senior Secured Credit
Facility also includes a six-year revolving credit facility, maturing in
February 2010, with an aggregate principal amount of up to $150.0 million that
had no amounts outstanding as of the close of the New Senior Secured Credit
Facility, but may be drawn upon at any time. At August 31, 2005, $149.7 million
was available under the revolving credit facility. If the remaining 10 3/4%
Senior Subordinated Notes due 2008 ("2008 Senior Subordinated Notes") are not
refinanced by June 15, 2008, the aggregate amount outstanding under the New
Senior Secured Credit Facility will become immediately due and payable.

     On June 20, 2003, we sold $500.0 million aggregate principal amount of our
2013 Senior Notes. CPROC is a guarantor of the 2013 Senior Notes. We used the
net proceeds from the 2013 Senior Notes offering to make repayments of $470.0
million under the Old Senior Secured Credit Facility.

     In December 1998, we issued $370.0 million of 2008 Senior Subordinated
Notes. CPROC is a guarantor of the 2008 Senior Subordinated Notes. As of August
31, 2005, we have repurchased or redeemed $225.0 million aggregate principal
amount of such notes. An affiliate of Welsh, Carson, Anderson & Stowe ("Welsh
Carson"), our principal stockholder, owned approximately $189.0 million
principal amount of the 2008 Senior Subordinated Notes. Approximately $114.5
million, or 50.9%, of the $225.0 million of the 2008 Senior Subordinated Notes
redeemed and repurchased were owned by the affiliate of Welsh Carson.

     Under certain of the agreements relating to long-term debt, we are required
to maintain certain financial and operating covenants, and are limited in our
ability to, among other things, incur additional indebtedness and enter into
transactions with affiliates. Under


                                       28

<PAGE>

certain circumstances, we are prohibited from paying cash dividends on our
common stock under certain of such agreements. We were in compliance with all
covenants of our debt agreements at August 31, 2005.

     For the three months ended August 31, 2005, the ratio of earnings to fixed
charges was 1.73. Fixed charges consist of interest expense, including
amortization of debt issuance costs, loss on extinguishment of debt, and the
portion of rents deemed representative of the interest portion of leases.

     As of August 31, 2005, we had $619.4 million of property, plant and
equipment, net, placed in service. We had capital expenditures of $26.7 million
for the three months ended August 31, 2005. Capital expenditures for the U.S.
wireless operations were $9.6 million, representing 35.8% of total capital
expenditures, for the three months ended August 31, 2005. These expenditures
were to expand the coverage areas and upgrade our cell sites and our call
switching equipment of existing wireless properties and continue to build out
our newly acquired spectrum in Grand Rapids and Lansing, Michigan. Capital
expenditures for the Caribbean wireless operations were $10.3 million,
representing 38.7% of total capital expenditures, which included $5.9 million of
capitalized phones in Puerto Rico we loan to our customers. These expenditures
were to add capacity and services, to continue the development and expansion of
our Caribbean wireless systems and to continue the replacement and upgrade of
our Puerto Rico Wireless and U.S. Virgin Islands network. Capital expenditures
for the Caribbean broadband operations were $6.8 million, representing 25.5% of
total capital expenditures. These expenditures were to continue the expansion of
our Caribbean broadband network infrastructure.

     We expect to finance our capital expenditures primarily from cash flow
generated from operations, borrowings under our existing credit facilities and
proceeds from the sale of assets. We may also seek various other sources of
external financing, including additional bank financing, joint ventures,
partnerships and issuance of debt or equity securities.

     To meet our obligations with respect to our operating needs, capital
expenditures and debt service obligations, it is important that we continue to
improve operating cash flow. Increases in revenue will be dependent upon, among
other things, continued growth in the number of customers and maximizing revenue
per subscriber. We have continued the construction and upgrade of wireless and
broadband systems in our markets to achieve these objectives. There is no
assurance that growth in customers or revenue will occur.

     Based upon existing market conditions and our present capital structure, we
believe that cash flows from operations and funds from currently available
credit facilities will be sufficient to enable us to meet required cash
commitments through the next twelve-month period.

     Centennial, its subsidiaries, affiliates and controlling stockholders
(including Welsh Carson and The Blackstone Group and their respective
affiliates) may from time to time, depending upon market conditions, seek to
purchase certain of Centennial's or its subsidiaries' securities in the open
market or by other means, in each case to the extent permitted by existing
covenant restrictions.

ACQUISITIONS AND DISPOSITIONS

     Our primary acquisition strategy is to obtain controlling ownership
interests in communications systems serving markets that are proximate to or
share a community of interest with our current markets. We may pursue
acquisitions of communications businesses that we believe will enhance our scope
and scale. Our strategy of clustering our operations in proximate geographic
areas enables us to achieve operating and cost efficiencies, as well as joint
marketing benefits, and also allows us to offer our subscribers more areas of
uninterrupted service as they travel. In addition to expanding our existing
clusters, we also may seek to acquire interests in communications businesses in
other geographic areas. The consideration for such acquisitions may consist of
shares of stock, cash, assumption of liabilities, a combination thereof or other
forms of consideration.

     On December 28, 2004 we sold our wholly owned subsidiary, Centennial Cable,
to an affiliate of Hicks, Muse, Tate & Furst Incorporated for $157.4 million in
cash, which consisted of a purchase price of $155.0 million and a working
capital adjustment of $2.4 million. We accounted for the disposition as a
discontinued operation in accordance with SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets."

COMMITMENTS AND CONTINGENCIES

     We have contracted with third parties to construct a new undersea cable
between Puerto Rico and St. Croix, Virgin Islands. This new cable is expected to
be operational by mid-2006 and will interconnect with our existing undersea
capacity and terminate in the United States. As part of the agreements, we have
committed to spend approximately $5.3 million. As of August 31, 2005, we have
paid $0.8 million under these agreements.


                                       29

<PAGE>

     In June 2004, we signed an amendment to our billing services agreement with
Convergys Information Management Group, Inc. ("Convergys"). The agreement has a
term of seven years and Convergys agreed to provide billing services, facilitate
network fault detection, correction and management performance and usage
monitoring and security for our wireless operations throughout the Company.
Subject to the terms of the agreement, which include a requirement to meet
certain performance standards, we have committed to purchase a total of
approximately $74.6 million of services through 2011 under this agreement. These
commitments are classified as purchase obligations in the Contractual
Obligations table below. As of August 31, 2005, we have paid approximately $11.9
million in connection with this agreement.

     In December 2004, we entered into an agreement with Nortel Networks to
upgrade our wireless network equipment in Puerto Rico and the U.S. Virgin
Islands. We have committed to purchase approximately $20.0 million of equipment
and services under the agreement. As of August 31, 2005, we have paid
approximately $18.0 million in connection with this agreement.

     We have filed a shelf registration statement with the SEC for the sale of
up to 72,000,000 shares of our common stock that may be offered from time to
time in connection with acquisitions. The SEC declared the registration
statement effective on July 14, 1994. As of August 31, 2005, 37,613,079 shares
remain available for issuance under the shelf.

     On July 7, 2000, the SEC declared effective our universal shelf
registration statement, which registered our sale of up to an aggregate of
$750.0 million of securities (debt, common stock, preferred stock and warrants),
as well as the resale of up to 20,000,000 shares of our common stock out of
approximately 87,000,000 shares owned by certain of our stockholders including
Welsh Carson and an affiliate of The Blackstone Group. As of August 31, 2005, we
have sold $38.5 million of securities under the shelf and our controlling
stockholders have sold 3,000,000 shares. As a result, $711.5 million of our
securities for future issuance and the resale of 17,000,000 shares of common
stock owned by our controlling stockholders remain available.

     During the fiscal years ended May 31, 2003 and 2002, an affiliate of Welsh
Carson purchased in open market transactions approximately $189.0 million
principal amount of the 2008 Senior Subordinated Notes. On September 24, 2002,
we entered into an indemnification agreement with the Welsh Carson affiliate
pursuant to which the Welsh Carson affiliate agreed to indemnify us in respect
of taxes which may become payable by us as a result of these purchases. In
connection with these transactions, we recorded a $15.9 million income tax
payable included in accrued expenses and other current liabilities, and a
corresponding amount due from the Welsh Carson affiliate that is included in
prepaid expenses and other current assets. We have redeemed $225.0 million in
aggregate principal amount of the 2008 Senior Subordinated Notes, which included
approximately $114.5 million principal amount of 2008 Senior Subordinated Notes
held by the Welsh Carson affiliate.

     The following table summarizes our scheduled contractual cash obligations
and commercial commitments at August 31, 2005 (unless otherwise noted), and the
effect that such obligations are expected to have on liquidity and cash flow in
future periods.

<TABLE>
<CAPTION>
                                                         LESS
                                                        THAN 1
CONTRACTUAL OBLIGATIONS                     TOTAL        YEAR     1-3 YEARS   4-5 YEARS   AFTER 5 YEARS
-----------------------                  -----------   --------   ---------   ---------   -------------
<S>                                      <C>           <C>        <C>         <C>         <C>
Long-term debt obligations ...........   $1,618,400    $ 5,742     $11,837    $436,554     $1,164,267
Operating leases obligations .........      170,357     17,777      28,578      23,115        100,887
Purchase obligations .................       69,143     14,946      21,021      21,879         11,297
                                         ----------    -------     -------    --------     ----------
Total contractual cash obligations ...    1,857,900     38,465      61,436     481,548      1,276,451
                                         ----------    -------     -------    --------     ----------
Sublessor agreements (1) .............       (3,162)    (1,073)     (1,446)       (566)           (77)
                                         ----------    -------     -------    --------     ----------
  Net ................................   $1,854,738    $37,392     $59,990    $480,982     $1,276,374
                                         ==========    =======     =======    ========     ==========
</TABLE>

(1)  Represents our commitments associated with our sublessor agreements as of
     May 31, 2005.

             CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"

       PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, or the Securities Act,
and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. Statements in this report that are not historical facts are hereby
identified as "forward-looking statements." Where, in any forward-looking
statement, we or our management expresses an expectation or belief as to future
results or actions, there can be no assurance that the statement of expectation
or belief will result or be achieved or accomplished. Our actual results may
differ materially from our expectations, plans or projections. Forward-looking
statements can be identified by the use of the words "believe," "expect,"
"estimate," "anticipate,"


                                       30

<PAGE>

"project," "intend," "may," "will" and similar expressions, or by discussion of
competitive strengths or strategy that involve risks and uncertainties. We warn
you that these forward-looking statements are only predictions and estimates,
which are inherently subject to risks and uncertainties.

Important factors that could cause actual results to differ materially from
those expressed in any forward-looking statement made by, or on behalf of, us
include, but are not limited to:

     -    the effects of vigorous competition in our markets, which may make it
          difficult for us to attract and retain customers and to grow our
          customer base and revenue and which may increase churn, which could
          reduce our revenue and increase our costs;

     -    the fact that many of our competitors are larger than we are, have
          greater financial resources than we do, are less leveraged than we
          are, have more extensive coverage areas than we do, and may offer less
          expensive and more technologically advanced products and services than
          we do;

     -    changes and developments in technology, including our ability to
          upgrade our networks to remain competitive and our ability to
          anticipate and react to frequent and significant technological changes
          which may render certain technologies used by us obsolete;

     -    our substantial debt obligations, including restrictive covenants and
          consequences of default contained in our financing arrangements, which
          place limitations on how we conduct business;

     -    our ability to attract subscribers in our newly launched markets in
          Grand Rapids and Lansing, Michigan;

     -    market prices for the products and services we offer may continue to
          decline in the future;

     -    the effects of consolidation in the telecommunications industry;

     -    general economic, business, political and social conditions in the
          areas in which we operate, including the effects of world events,
          terrorism, hurricanes, tornadoes, wind storms and other natural
          disasters;

     -    our access to the latest technology handsets in a timeframe and at a
          cost similar to our competitors;

     -    the effect on our business of wireless local number portability, which
          permits the wireless phone numbers that we allocate to our customers
          to be portable when our customers switch to another carrier;

     -    our ability to successfully deploy and deliver wireless data services
          to our customers;

     -    our ability to generate cash and the availability and cost of
          additional capital to fund our operations and our significant planned
          capital expenditures, including the need to refinance or amend
          existing indebtedness;

     -    our dependence on roaming agreements for a significant portion of our
          wireless revenue and the expected decline in roaming revenue over the
          long term;

     -    our dependence on roaming agreements for our ability to offer our
          wireless customers competitively priced regional and nationwide rate
          plans that include areas for which we do not own wireless licenses;

     -    our ability to attract and retain qualified personnel;

     -    the effects of governmental regulation of the telecommunications
          industry, including changes in the level of support provided to us by
          the Universal Service Fund;

     -    fluctuations in currency values related to our Dominican Republic
          operations;

     -    our ability to acquire, and the cost of acquiring, additional spectrum
          in our markets to support growth and advanced technologies;

     -    our ability to manage, implement and monitor billing and operational
          support systems;


                                       31

<PAGE>

     -    the results of litigation filed or which may be filed against us,
          including litigation relating to wireless billing, using wireless
          telephones while operating an automobile or possible health effects of
          radio frequency transmission;

     -    the relative liquidity and corresponding volatility of our common
          stock and our ability to raise future equity capital; and

     -    the control of us retained by some of our stockholders and
          anti-takeover provisions.

     We undertake no obligation, other than as may be required under the federal
securities laws, to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. We do not
assume responsibility for the accuracy and completeness of the forward-looking
statements. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, any or all of the forward-looking
statements contained in this report and in any other public statements that are
made may prove to be incorrect. This may occur as a result of inaccurate
assumptions as a consequence of known or unknown risks and uncertainties. All of
the forward-looking statements are qualified in their entirety by reference to
the factors discussed under the caption "Risk Factors" of our 2005 Annual Report
on Form 10 K filed on August 11, 2005. We caution that these risk factors may
not be exhaustive. We operate in a continually changing business environment,
and new risk factors emerge from time to time. We cannot predict these new risk
factors, nor can we assess the impact, if any, of the new risk factors on our
business or the extent to which any factor or combination of factors may cause
actual results to differ materially from those expressed or implied by any
forward-looking statement. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this report might not
occur. You should carefully read this report in its entirety. It contains
information that you should consider in making any investment decision in any of
our securities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are subject to market risks due to fluctuations in interest rates.
Approximately $591.0 million of our long-term debt has variable interest rates.
We utilize an interest rate swap agreement to hedge variable interest rate risk
on $250.0 million of our variable interest rate debt as part of our interest
rate risk management program.

     The table below presents principal amounts and related average interest
rate by year of maturity for our long-term debt. Weighted average variable rates
are based on implied forward rates in the yield curve as of August 31, 2005:

<TABLE>
<CAPTION>
                                            FISCAL YEAR ENDED AUGUST  31,
                                 --------------------------------------------------
                                   2006       2007      2008      2009       2010     THEREAFTER      TOTAL     FAIR VALUE
                                 --------   --------   ------   --------   --------   ----------   ----------   ----------
                                                                       (IN THOUSANDS)
<S>                              <C>        <C>        <C>      <C>        <C>        <C>          <C>          <C>
Long-term debt:
   Fixed rate                    $   (258)  $   (170)  $    7   $145,218   $    336    $882,267    $1,027,400   $1,111,250
   Average fixed Interest rate       10.6%      10.0%    10.0%      10.8%      10.0%        9.4%          9.6%          --
   Variable rate                 $  6,000   $  6,000   $6,000   $  6,000   $285,000     282,000    $  591,000   $  591,000
   Average variable
   Interest rate(1)                   4.3%       4.3%     4.4%       4.5%       4.7%        4.8%          4.7%          --
Interest rate swap (pay fixed,
   receive variable):
   Notional amount               $250,000   $250,000
   Average pay rate                  6.29%      6.29%
   Average receive rate              6.54%      6.58%
</TABLE>

(1)  Represents the average interest rate before applicable margin on the New
     Senior Secured Credit Facility debt.

     We have variable rate debt that at August 31, 2005 and 2004 had outstanding
balances of $591.0 million and $597.0 million, respectively. The fair value of
such debt approximates the carrying value at August 31, 2005 and 2004. Of the
variable rate debt, $250.0 million was hedged at August 31, 2005, using an
interest rate swap agreement. The swap was designated a cash flow hedge. The
fixed interest rate on the interest rate swap was 6.29% at August 31, 2005 and
the swap expires on March 31, 2007. Based on our unhedged variable rate
obligations outstanding at August 31, 2005, a hypothetical increase or decrease
of 10% in the weighted average variable interest rate would have increased or
decreased our annual interest expense by approximately $1.2 million.

ITEM 4. CONTROLS AND PROCEDURES


                                       32

<PAGE>

     We carried out an evaluation, under the supervision and with the
participation of our management including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of
the Exchange Act. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
are effective as of August 31, 2005.

     There was no change in our internal control over financial reporting during
the first quarter of fiscal 2006 that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.


                                       33

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     We are party to several lawsuits in which plaintiffs have alleged,
depending on the case, breach of contract, misrepresentation or unfair practice
claims relating to our billing practices, including rounding up of partial
minutes of use to full-minute increments, billing send to end, and billing for
unanswered and dropped calls. The plaintiffs in these cases have not alleged any
specific monetary damages and are seeking certification as a class action. A
hearing on class certification in one of these cases was held on September 2,
2003, in state court in Louisiana. Subsequent to such hearing, a new judge was
assigned to the case and the plaintiff renewed its motion seeking class action
status in December 2004. The decision of the court with respect to certification
is still pending. Damages payable by us could be significant, although we do not
believe that it is probable that any damage payments would have a material
adverse effect on our consolidated results of operations, consolidated financial
position or consolidated cash flows.

     In April 2002, WHTV Broadcasting Corp. and Sala Foundation Inc., operators
of a wireless cable system in Puerto Rico, filed an action against us in the
United States District Court for the District of Puerto Rico. The complaint
alleges that we breached the terms of a November 2000 letter of intent to
purchase the wireless cable system for $30.0 million. The complaint seeks
specific performance of the letter of intent or not less than $15.0 million in
damages. We do not believe that any damage payments would have a material
adverse effect on our consolidated results of operations, consolidated financial
position or consolidated cash flows.

     We are subject to other claims and legal actions that arise in the ordinary
course of business. We do not believe that any of these other pending claims or
legal actions will have a material adverse effect on our business, consolidated
results of operations, consolidated financial position or consolidated cash
flows.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

ITEM 5. OTHER INFORMATION

     None

ITEM 6. EXHIBITS

     Each exhibit identified below is filed as a part of this report.

<TABLE>
<CAPTION>
Exhibit No.                               Description
-----------   ------------------------------------------------------------------
<S>           <C>

    10.9      Description of the Fiscal Year 2006 Executive Bonus Program.

    31.1      Certification of Michael J. Small, Chief Executive Officer,
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    31.2      Certification of Thomas J. Fitzpatrick, Chief Financial Officer,
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    32.1      Certification of Michael J. Small, Chief Executive Officer,
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    32.2      Certification of Thomas J. Fitzpatrick, Chief Financial Officer,
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>


                                       34

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

October 6, 2005

                                        CENTENNIAL COMMUNICATIONS CORP.


                                        /s/ Thomas J. Fitzpatrick
                                        ----------------------------------------
                                        Thomas J. Fitzpatrick
                                        Executive Vice President,
                                        Chief Financial Officer
                                        (Chief Financial Officer)


                                        /s/ Francis P. Hunt
                                        ----------------------------------------
                                        Francis P. Hunt
                                        Sr. Vice President-Controller
                                        (Chief Accounting Officer)


                                       35